-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LCR+e/6APJ2yck9+QviNkQGykXXg6yzxALgOEPPsd70/GQUyH7dmEgiml1jcpvsI uHM7v/19BpYFVAwq6z2ueA== 0000898822-10-000223.txt : 20100416 0000898822-10-000223.hdr.sgml : 20100416 20100416171309 ACCESSION NUMBER: 0000898822-10-000223 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100416 DATE AS OF CHANGE: 20100416 GROUP MEMBERS: BNYH BPW HOLDINGS LLC GROUP MEMBERS: JOSEPH R. PERELLA GROUP MEMBERS: PERELLA WEINBERG PARTNERS ACQUISITION LP GROUP MEMBERS: PERELLA WEINBERG PARTNERS GROUP LP GROUP MEMBERS: PWP ACQUISITION GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TALBOTS INC CENTRAL INDEX KEY: 0000912263 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 411111318 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50389 FILM NUMBER: 10755452 BUSINESS ADDRESS: STREET 1: ONE TALBOTS DRIVE CITY: HINGHAM STATE: MA ZIP: 02043 BUSINESS PHONE: 7817497600 MAIL ADDRESS: STREET 1: ONE TALBOTS DRIVE CITY: HINGHAM STATE: MA ZIP: 02043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Perella Weinberg Partners Acquisition LP CENTRAL INDEX KEY: 0001428251 IRS NUMBER: 203611004 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: (212) 287-3200 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D 1 bpwsc13d.htm SCHEDULE 13D bpwsc13d.htm - Generated by SEC Publisher for SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

_______________

The Talbots, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

874161102

(CUSIP Number of Class of Securities)
_______________

Andrew N. Siegel, Esq.
General Counsel
Perella Weinberg Partners Group LP
767 Fifth Avenue
New York, NY 10153
(212) 287-3200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)

Copy to:

Matthew M. Guest, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

April 7, 2010
_______________

(Date of Event Which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

& nbsp;

CUSIP No. 874161102

SCHEDULE 13D

Page 2 of 18

1	NAME OF REPORTING PERSON Perella Weinberg Partners Acquisition LP I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 26-1192864
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ &nb sp; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS & nbsp; OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,500,309 Shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,500,309 Shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,500,309 Shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Item 5) 8.1%
14	TYPE OF REPORTING PERSON ; PN

CUSIP No. 874161102

SCHEDULE 13D

Page 3 of 18

1	NAME OF REPORTING PERSON PWP Acquisition GP LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 26-1192830
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ &nb sp; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,500,309 Shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,500,309 Shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,500,309 Shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Item 5) 8.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 874161102

SCHEDULE 13D

Page 4 of 18

1	NAME OF REPORTING PERSON Perella Weinberg Partners Group LP I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-5466924
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ &nb sp; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,500,309 Shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,500,309 Shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,500,309 Shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Item 5) 8.1%
14	TYPE OF REPORTING PERSON HC

CUSIP No. 874161102

SCHEDULE 13D

Page 5 of 18

1	NAME OF REPORTING PERSON Joseph R. Perella I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ &nb sp; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,500,309 Shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,500,309 Shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,500,309 Shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Item 5) 8.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 874161102

SCHEDULE 13D

Page 6 of 18

1	NAME OF REPORTING PERSON BNYH BPW Holdings LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 26-1191060
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ &nb sp; (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,750,154 Shares of Common Stock
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,750,154 Shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,750,154 Shares of Common Stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Item 5) 4.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 874161102

SCHEDULE 13D

Page 7 of 18

This statement on Schedule 13D (this “Schedule 13D”) is being filed by (i) Perella Weinberg Partners Acquisition LP, a Delaware limited partnership (“PWPA”), with respect to shares of Common Stock, par value $0.01 (the “Common Stock”), of The Talbots, Inc., a Delaware corporation ( the “Company”), directly held by it and its wholly owned subsidiary BNYH BPW Holdings LLC, a Delaware limited liability company (“BNYH”); (ii) PWP Acquisition GP LLC, a Delaware limited liability company (“PWP GP”), which serves as the general partner of PWPA, with respect to shares of Common Stock owned by PWPA and BNYH; (iii) Perella Weinberg Partners Group LP, a Delaware limited partnership (“PWP Group”), which controls PWP GP and has voting and dispositive authority over the shares of Common Stock owned by PWPA and BNYH; (iv) Joseph R. Perella, a United States citizen, who is the Chairman and Chief Executive Officer of PWP Group, with respect to shares of Common Stock owned by PWPA and BNYH; and (v) BNYH, with respect to shares owned by it. BNYH, together with PWPA, PWP GP, PWP Group and Mr. Perella, are referred to herein as the “Reporting Persons,” and each a “Reporting Person.” Information in respect of each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of informat ion supplied by any other Reporting Person. Unless the context otherwise requires, references herein to “Shares” are to shares of Common Stock.

PWPA directly holds 2,750,155 Shares of the 5,500,309 Shares to which this filing relates. BNYH directly holds 2,750,154 Shares of the 5,500,309 Shares to which this filing relates and is a wholly owned subsidiary of PWPA. As such, PWPA may be deemed to be the beneficial owner of all 5,500,309 Shares to which this filing relates. PWP GP is the general partner of PWPA and may be deemed to control PWPA and, therefore, may be deemed to be the beneficial owner of the Shares held by PWPA and BNYH. PWP GP is controlled by PWP Group, which has voting and dispositive authority over the Shares held by PWPA and BNYH, and, therefore, PWP Group may be deemed to be the beneficial owner of the Shares held by PWPA and BNYH. Mr. Perella is the Chairman and Chief Executive Officer of PWP Group and, therefore, may be deemed to be the beneficial owner of the Shar es held by PWPA and BNYH. Each of PWP GP, PWP Group and Mr. Perella, and each of the individuals listed on Schedule I hereto, disclaims beneficial ownership of the Shares in which PWPA and BNYH have beneficial ownership, except to the extent of any indirect pecuniary interest therein.

CUSIP No. 874161102

SCHEDULE 13D

Page 8 of 18

ITEM 1. SECURITY AND ISSUER.

This Schedule 13D relates to the Common Stock, par value $.01, of the Company, acquired by PWPA and BNYH. The Company’s principal executive office is located at One Talbots Drive, Hingham, MA 02043.

ITEM 2. IDENTITY AND BACKGROUND.

(a) This Schedule 13D is being filed by PWPA, PWP GP, PWP Group, Mr. Perella and BNYH. The agreement (the “Joint Filing Agreement”) among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is attached hereto as Exhibit 1.

(b) The address of the principal business office of the Reporting Persons is c/ o Perella Weinberg Partners LP, 767 Fifth Avenue, New York, NY 10153. The members and controlling persons of PWP GP, the general partners and controlling persons of PWP Group and the members and controlling persons of BNYH (each, a “Listed Person” and collectively, the “Listed Persons”), and their respective business addresses, are set forth on Schedule I hereto, which is incorporated herein by reference.

(c) PWPA is principally engaged in the business of investing in Shares of Common Stock. The principal business of PWP GP is to serve as general partner of PWPA. The principal business of PWP Group is to serve as the holding company for businesses that provide investment banking, corporate advisory and asset management services to clients worldwide. The principal occupation of Mr. Perella is to serve as the Chairman and Chief Executive Officer of PWP Group. The principal business of BNYH is investing in Shares of Common Stock.

(d) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Listed Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Listed Persons, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating a ctivities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) PWPA is a Delaware limited partnership. PWP GP is a Delaware limited liability company. PWP Group is a Delaware limited partnership. Mr. Perella is a United States citizen. BNYH is a Delaware limited liability company. Except as otherwise indicated on Schedule I, each of the Listed Persons is a United States citizen.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On December 8, 2009, the Company entered into an Agreement and Plan of Merger with Tailor Acquisition, Inc., a Delaware corporation (“Merger Sub”), and BPW Acquisition Corp., a Delaware corporation (“BPW”), as amended by the First Amendment to Agreement and Plan of Merger, dated as of February 16, 2010, by and among the Company, Merger Sub and BPW, and by the Second Amendment to Agreement and Plan of Merger, dated as of April 6, 2010, by and among the Company, Merger Sub and BPW (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, on April 7, 2010 (the “Closing Date”), the Company completed its acquisition of BPW and BPW was merged with and into the Company (the “Merger”). Upon the consummation of the Merger, subject to certain limited exceptions, each holder of shares of common stock of BPW immediately prior to the completion of the Merger became entitled to receive 0.9853 Shares in exchange for the cancellation of each such share of BPW common stock. In accordance with the terms of the Merger Agreement, the Company also offered to exchange (the “Exchange Offer”), for each outstanding warrant to acquire shares of BPW common stock, either (i) 0.09853 Shares (the “Common Stock Exchange Ratio”) or (ii) 0.9853 warrants to acquire Shares, in each case subject to certain specified proration mechanics. As more fully described in Item 4 below, in connection with the Company and BPW entering into the Merger Agreement, each of PWPA and BNYH agreed to exchange in the Exchange Offer each outstanding warrant to acquire shares of BPW held by it for Shares at the Common Stock Exchange Ratio.

CUSIP No. 874161102

SCHEDULE 13D

Page 9 of 18

The 5,500,309 Shares reported in this Schedule 13D were acquired by PWPA and BNYH pursuant to the Merger and the Exchange Offer, which were each consummated on the Closing Date. Immediately prior to consummation of the Merger and the Exchange Offer, PWPA held 2,960,830 shares of common stock of BPW and 7,186,045 warrants to acquire shares of common stock of BPW, and BNYH held 2,960,830 shares of common stock of BPW and 7,186,044 warrants to acquire shares of common stock of BPW. As described more fully in Item 4 below, in connection with the consummation of the Merger, PWPA and BNYH each surrendered for cancellation 888,249 shares of common stock of BPW for no consideration. Accordingly, upon the closing of the Merger, pursuant to the terms of the Merger Agreement, PWPA and BNYH each became entitled to receive 2,042,114 Shares, and, upon the closing of the Exchange Offer, PWPA became entitled to receive 708,041 Shares and BNYH became entitled to receive 708,040 Shares. PWP GP, PWP Group and Mr. Perella do not directly own any Shares.

ITEM 4. PURPOSE OF TRANSACTION.

On the Closing Date, pursuant to the terms of the Merger Agreement, each of PWPA and BNYH became entitled to receive 2,042,114 Shares, which number of Shares was calculated using an exchange ratio equal to 0.9853 Shares per share of BPW common stock, which exchange ratio was calculated based on the volume weighted average price of Shares on the New York Stock Exchange for the 15 consecutive trading days immediately preceding the fifth trading day prior to the date of the special meeting of BPW stockholders to approve the Merger.

In addition, on the Closing Date, pursuant to the terms of the Exchange Offer, PWPA became entitled to receive an additional 708,041 Shares and BNYH became entitled to receive an additional 708,140 Shares, which numbers of Shares were calculated using the Common Stock Exchange Ratio of 0.09853 Shares per warrant to acquire shares of BPW common stock, which Common Stock Exchange Ratio was calculated based on the volume weighted average price of Shares on the New York Stock Exchange for the 15 consecutive trading days immediately preceding the fifth trading day prior to the date of the special meeting of BPW stockholders to approve the Merger.

CUSIP No. 874161102

SCHEDULE 13D

Page 10 of 18

The representations and warranties of the Company in the Merger Agreement do not survive the completion of the Merger. From and after the Closing Date, the Company must indemnify each of the directors and officers of BPW as of the Closing Date, and each former director or officer of BPW, against losses or costs in connection with any claim pertaining to (i) the fact that such person is or was a director or officer of BPW or any action or omission or alleged action or omission in such capacity as an officer or director of BPW or (ii) the Merger Agreement and the transactions it contemplates.

Pursuant to the terms of the Merger Agreement, BPW had the right to participate (through mutual agreement with the audit committee of the board of directors of the Company (the "Board")) in the selection of two directors to be appointed to the Board. These appointments have not yet been made.

BNYH Agreement

PWPA and BNYH were the sponsors of BPW (the “Sponsors”) and, in connection with BPW and Talbots entering into the Merger Agreement, on December 7, 2009, PWPA, BNYH and certain affiliates of BNYH entered into an agreement (the “BNYH Agreement”) pursuant to which PWPA agreed to acquire BNYH upon the completion of the Merger, for an aggregate purchase price of $4,225,000. BNYH also irrevocably appointed PWPA as its proxy to (i) vote its shares of BPW common stock at the special meeting of BPW stockholders to approve the Merger and (ii) exchange its warrants to acquire shares of BPW common stock in the Exchange Offer. PWPA has agreed to indemnify certain affiliates of BNYH for any losses incurred as a result of the execution by BPW of any documents relating to the Merger and/or the negotiation or consummation of any actual or potential initial business combination of BPW after December 8, 2009, including the Merger.

BPW Sponsors Agreement

In connection with BPW and Talbots entering into the Merger Agreement, on December 8, 2009, PWPA and BNYH entered into an agreement with BPW and the Company (the “BPW Sponsors Agreement”), pursuant to which PWPA, on behalf of itself and BNYH, agreed to, among other things, (i) surrender an aggregate of 1,776,498 shares of BPW common stock at or prior to the completion of the Merger for no consideration; (ii) in connection with the approval of the Merger, vote all of its shares of BPW common stock that it acquired prior to BPW’s initial public offering in accordance with the majority of votes cast by the holders of shares of common stock issued in BPW’s initial public offering, and vote any shares of BPW common stock it acquired in the open market in favor of the Merger; (iii) exchange in the Exchange Offer, warrants to purchase shares of BPW common stock for Shares at the Common Stock Exchange Ratio; and (iv) restrict the transfer of all Shares held by it for 180 days after completion of the Merger, provided that in such 180-day period, PWPA, BNYH and their affiliates may sell a number of Shares with an aggregate market value at the time of such sale(s) that does not exceed the federal and state income tax liabilities of the selling party arising from the receipt of Shares in connection with the Merger and the Exchange Offer (the “Transfer Restrictions”).

Amended and Restated Registration Rights Agreement

CUSIP No. 874161102

SCHEDULE 13D

Page 11 of 18

In connection with closing of the Merger, and pursuant to the terms of the BPW Sponsors Agreement, on the Closing Date, Talbots entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with PWPA, BNYH and certain members of BPW’s pre-closing board of directors (such members of BPW’s pre-closing board of directors, together with PWPA and BNYH, the “Holders”), amending and restating the Registration Rights Agreement (the “IPO Reg istration Rights Agreement”), dated as of February 26, 2008, by and among BPW and the Holders. Among other things, the Registration Rights Agreement amends the definition of “Registrable Securities” included in the IPO Registration Rights Agreement to include in such definition the Shares received by the Holders in connection with the Merger and the Exchange Offer.

AEON Repurchase, Repayment and Support Agreement

In connection with BPW and Talbots entering into the Merger Agreement, on December 8, 2009, Talbots and BPW also entered into the Repurchase, Repayment and Support Agreement (the “AEON Agreement”) with AEON (U.S.A.), Inc., the then-majority stockholder of Talbots (“AEON USA”), and AEON Co., Ltd., the parent company of AEON USA. Unless the context requires otherwise, references to “AEON” in this Schedule 13D refer to AEON Co., Ltd. and AEON USA together.

Under the terms of the AEON Agreement, AEON agreed to sell to the Company, at the closing of the Merger, all of the Shares owned by AEON for an aggregate of one million warrants to purchase shares of Talbots common stock (the “Aeon Warrants”). Pursuant to the terms of the Aeon Agreement, the exercise price of the Aeon Warrants is $13.47, the closing price of Shares on the Closing Date. This share repurchase was completed substantially simultaneously with the consummation of the Merger. In addition, immediately prior to such share repurchase, the Company repaid in full all outstanding indebtedness under its financing agreements with AEON. To the knowledge of the Reporting Persons, as a result of the completion of this share repurchase and repayment of indebtedness, AEON no longer owns any Shares. In addition, in accordance with the terms of the Merger Agreement and the AEON Agreement, effective April 7, 2010, in connection with the closing of the Merger, Motoya Okada, Tsutomu Kajita, Yoshihiro Sano and Isao Tsuruta resigned from the Board.

The summaries of the Merger Agreement, the BNYH Agreement, the BPW Sponsors Agreement, the Registration Rights Agreement and the AEON Repurchase, Repayment and Support Agreement contained in this Schedule 13D, including Items 3 and 4 hereof, are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 2 through 8 hereto and which are incorporated herein by reference.

The Shares reported in this Schedule 13D were acquired in connection with the consummation of the Merger and the Exchange Offer as described above. As described above, PWPA and BNYH were the sponsors of BPW, which, prior to the completion of the Merger, was a special purpose acquisition company formed in 2008 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. The Merger and related transactions, including the Exchange Offer, constituted BPW’s initial business combination for purposes of BPW’s amended and restated certificate of incorporation. In addition, the Company has in the past engaged Perella Weinberg Partners LP, an affiliate of PWPA, for corporate advisory services. Prior to the commencement of discussions between BPW and the Company, which resulted in the Merger and the Exchange Offer, the Company had engaged Perella Weinberg Partners LP to provide services in connection with the Company refinancing its existing indebtedness and consideration of strategic alternatives such as the Merger. Following commencement of discussions between BPW and the Company, Perella Weinberg Partners LP continued to advise the Company with respect to the refinancing of the Company’s indebtedness. BPW, BNYH and the Company agreed to a payment by the Company, following completion of the Merger, of an advisory fee to Perella Weinberg Partners LP pursuant to existing arrangements between Perella Wein berg Partners LP and the Company.

CUSIP No. 874161102

SCHEDULE 13D

Page 12 of 18

The Reporting Persons beneficially own the Shares as an investment. Subject to the Transfer Restrictions and applicable law, the Reporting Persons from time to time may decide to increase or decrease their investment in the Company by purchasing or disposing of Shares or other shares of capital stock of the Company in open market or private transactions or otherwise. The timing and amount of any such increase or decrease may depend upon the price and availability of shares of the Company’s capital stock, subsequent developments affecting the Company, the Company’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant. In addition to the foregoing, the Reporting Persons intend to seek from the Company a full or partial waiver of the Transfer Restrictions, which the Company may waive at any time in its discretion. In the event of a waiver (or upon the expiration) of the Transfer Restrictions, subject to applicable law, PWPA and BNYH intend to sell or otherwise transfer or dispose of all or a portion of the Shares reported in this Schedule 13D in open market or private transactions, registered offerings or otherwise, including to persons formerly affiliated with the Sponsors. The timing and amount of such sales, transfers or dispositions may depend upon the price and availability of shares of the Company’s capital stock, subsequent developments affecting the Company, the Company’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant. Moreover, in the ordinary course of its business activities, PWP Group or its affiliates may at a ny time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of the Company or its affiliates, and Perella Weinberg Partners LP may be engaged by the Company for corporate advisory services.

Other than as described above, none of the Reporting Persons nor, to the best of their knowledge, any of the Listed Persons, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) any changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

CUSIP No. 874161102

SCHEDULE 13D

Page 13 of 18

ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.

(a) PWPA and BNYH are the direct beneficial owners of an aggregate of 5,500,309 Shares, representing approximately 8.1% of the outstanding Shares (based upon the 67,657,612 Shares stated by the Company to be outstanding as of April 8, 2010, in the Company's Form 10-K filed with the Securities and Exchange Commission on April 15, 2010). Due to their respective relationships with PWPA, BNYH and each other, each of the other Reporting Persons may be deemed to beneficially own, in the aggregate, 5,500,309 Shares. Each of PWP GP, PWP Group and Mr. Perella, and each of the Listed Persons, disclaims beneficial ownership of the Shares in which PWPA and BNYH have beneficial ownership, except to the extent of any indirect pecuniary interest therein. Except as described in this Item 5(a), no person listed in Item 2 of this Schedule 13D is a beneficial owner of the Shares in which PWPA and BNYH have beneficial ownership.

(b) See Item 5(a) above.

(c) Except for the transactions described herein, there have been no other transactions in the securities of the Company effected by the Reporting Persons in the past 60 days.

(d) To the knowledge of the Reporting Persons, no other persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY.

Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have entered a Joint Filing Agreement. The Joint Filing Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.

The responses set forth in Items 3 and 4 hereof are incorporated by reference in their entirety.

Except as referenced above or as described in Items 3 or 4 hereof, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company.

CUSIP No. 874161102

SCHEDULE 13D

Page 14 of 18

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1:	Joint Filing Agreement, dated April 16, 2010, by and among each of the Reporting Persons as required by Rule 13d-1(k)(1) under the Securities and Exchange Act f 1934, as amended.
Exhibit 2:	Agreement and Plan of Merger, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on December 10, 2009).
Exhibit 3:	First Amendment to the Agreement and Plan of Merger, dated as of February 16, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on February 17, 2010).
Exhibit 4:	Second Amendment to the Agreement and Plan of Merger, dated as of April 6, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on April 6, 2010).
Exhibit 5:	Repurchase, Repayment and Support Agreement, by and among The Talbots, Inc., BPW Acquisition Corp., Aeon (U.S.A.), Inc. and Aeon Co., Ltd., dated as of December 8, 2009 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on December 10, 2009).
Exhibit 6:	Sponsors’ Agreement, by and among Perella Weinberg Partners Acquisition LP, BPW BNYH Holdings LLC, The Talbots, Inc. and BPW Acquisition Corp., dated as of December 8, 2009 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on December 10, 2009).
Exhibit 7:	Agreement, dated as of December 7, 2009, by and among PWP Acquisition GP LLC, Perella Weinberg Partners Acquisition LP, Perella Weinberg Partners Group LP, BNYH BPW Holdings LLC, BNYH BPW 1 LLC, BNYH BPW 2 LLC and Brooklyn NY Holdings LLC.
Exhibit 8:	Amended and Restated Registration Rights Agreement, dated as of April 7, 2010, by and among The Talbots, Inc., BPW Acquisition Corp., Perella Weinberg Partners Acquisition LP, BNYH BPW Holdings LLC, Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on April 8, 2010).

CUSIP No. 874161102

SCHEDULE 13D

Page 15 of 18

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 16, 2010

PERELLA WEINBERG PARTNERS ACQUISITION LP,
by PWP Acquisition GP LLC, its General Partner

/s/ Gary S. Barancik

Name: Gary S. Barancik

Title: Authorized Person

PWP ACQUISITION GP LLC

/s/ Gary S. Barancik

Name: Gary S. Barancik

Title: Authorized Person

PERELLA WEINBERG PARTNERS GROUP LP

/s/ Gary S. Barancik

Name: Gary S. Barancik

Title: Authorized Person

JOSEPH R. PERELLA

/s/ Joseph R. Perella

BNYH BPW HOLDINGS LLC,

by Perella Weinberg Partners Acquisition LP, its sole member,

by PWP Acquisition GP LLC, its General Partner

/s/ Gary S. Barancik

Name: Gary S. Barancik

Title: Authorized Person

CUSIP No. 874161102

SCHEDULE 13D

Page 16 of 18

INDEX OF EXHIBITS

Exhibit 1:	Joint Filing Agreement, dated April 16, 2010, by and among each of the Reporting Persons as required by Rule 13d-1(k)(1) under the Securities and Exchange Act f 1934, as amended.
Exhibit 2:	Agreement and Plan of Merger, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on December 10, 2009).
Exhibit 3:	First Amendment to the Agreement and Plan of Merger, dated as of February 16, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on February 17, 2010).
Exhibit 4:	Second Amendment to the Agreement and Plan of Merger, dated as of April 6, 2010, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on April 6, 2010).
Exhibit 5:	Repurchase, Repayment and Support Agreement, by and among The Talbots, Inc., BPW Acquisition Corp., Aeon (U.S.A.), Inc. and Aeon Co., Ltd., dated as of December 8, 2009 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on December 10, 2009).
Exhibit 6:	Sponsors’ Agreement, by and among Perella Weinberg Partners Acquisition LP, BPW BNYH Holdings LLC, The Talbots, Inc. and BPW Acquisition Corp., dated as of December 8, 2009 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on December 10, 2009).
Exhibit 7:	Agreement, dated as of December 7, 2009, by and among PWP Acquisition GP LLC, Perella Weinberg Partners Acquisition LP, Perella Weinberg Partners Group LP, BNYH BPW Holdings LLC, BNYH BPW 1 LLC, BNYH BPW 2 LLC and Brooklyn NY Holdings LLC.
Exhibit 8:	Amended and Restated Registration Rights Agreement, dated as of April 7, 2010, by and among The Talbots, Inc., BPW Acquisition Corp., Perella Weinberg Partners Acquisition LP, BNYH BPW Holdings LLC, Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on April 8, 2010).

CUSIP No. 874161102

SCHEDULE 13D

Page 17 of 18

SCHEDULE I

Set forth below are the name, position and present principal occupation of each of the members and controlling persons of PWP Acquisition GP LLC (“PWP GP”), the general partners and controlling persons of Perella Weinberg Partners Group LP (“PWP Group”) and the members and controlling persons of BNYH BPW Holdings LLC (collectively, the “Listed Persons”). PWPA, PWP GP, PWP Group and B NYH are hereinafter collectively referred to as the “Reporting Entities.” Except as otherwise indicated, the business address of each Listed Person is c/o Perella Weinberg Partners LP, 767 Fifth Avenue, New York, NY 10153, and each Listed Person is a citizen of the United States.

Members and Controlling Persons of PWP GP

Name	Present Principal Occupation in Addition to Positions with PWP GP and Positions with the Reporting Entities
Perella Weinberg Partners Group LP*	Sole Member of PWP GP
Joseph Perella	Principal occupation is to serve as the Chairman and Chief Executive Officer of PWP Group; Authorized Person of PWP GP; Authorized Person of BNYH; Authorized Person of PWPA

General Partners and Controlling Persons of PWP Group

Name	Present Principal Occupation in Addition to Positions with PWP Group and Positions with the Reporting Entities
PWP Group GP LLC**	General Partner of PWP Group
Joseph R. Perella	Principal occupation is to serve as the Chairman and Chief Executive Officer of PWP Group; Authorized Person of PWP GP; Authorized Person of BNYH; Authorized Person of PWPA

Members and Controlling Persons of BNYH

Name	Present Principal Occupation in Addition to Positions with BNYH and Positions with the Reporting Entities
Perella Weinberg Partners Acquisition LP***	Sole Member of BNYH
Joseph Perella	Principal occupation is to serve as the Chairman and Chief Executive Officer of PWP Group; Authorized Person of PWP GP; Authorized Person of BNYH; Authorized Person of PWPA

* Delaware limited partnership; primary activity is to serve as the holding company for businesses that provide investment banking, corporate advisory and asset management services to clients worldwide.

** Delaware limited liability company; primary activity is to serve as general partner of PWP Group.

CUSIP No. 874161102

SCHEDULE 13D

Page 18 of 18

***Delaware limited partnership; primary activity is investing in shares of common stock of The Talbots, Inc.

EX-1 2 exhibit1.htm EXHIBIT 1 exhibit1.htm - Generated by SEC Publisher for SEC Filing

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01, of The Talbots, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 16th day of April, 2010.



By:		/s/ Joseph R. Perella
Name:		Joseph R. Perella


PERELLA WEINBERG PARTNERS ACQUISITION LP, by PWP
Acquisition GP LLC, its General Partner

By:		/s/ Gary S. Barancik
Name:		Gary S. Barancik
Title:		Authorized Signatory


PWP ACQUISITION GP LLC

By:		/s/ Gary S. Barancik
Name:		Gary S. Barancik
Title:		Authorized Signatory


PERELLA WEINBERG PARTNERS GROUP LP

By:		/s/ Gary S. Barancik
Name:		Gary S. Barancik
Title:		Authorized Signatory

BNYH BPW HOLDINGS LLC, by Perella Weinberg Partners Acquisition LP, its sole member, by PWP Acquisition GP LLC, its General Partner

By:		/s/ Gary S. Barancik
Name:		Gary S. Barancik
Title:		Authorized Signatory

EX-7 3 exhibit7.htm EXHIBIT 7 exhibit7.htm - Generated by SEC Publisher for SEC Filing

Exhibit 7

AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 7^th day of December, 2009, by and among PWP Acquisition GP LLC (“PWP GP”), Perella Weinberg Partners Acquisition LP (“PWP” and, together with PWP GP, the “PWP Buyers”) and Perella Weinberg Partners Group LP (“PWP Group” and, together with the PWP Buyers and PWP, the “PWP Parties”), BNYH BPW Holdings LLC (“Brooklyn”), BNYH BPW 1 LLC (“BNYH 1”), BNYH BPW 2 LLC< FONT lang=EN-US style="FONT-SIZE: 11pt; LETTER-SPACING: 0.25pt" face="Times New Roman"> (“BNYH 2” and, together with BNYH 1, the “BNYH Sellers”) and Brooklyn NY Holdings LLC (the “Brooklyn Manager” and, together with Brooklyn and the BNYH Sellers, the “Brooklyn Parties”).

RECITALS

A. The BNYH Sellers are the sole members of Brooklyn, a Delaware limited liability company formed on October 5, 2007.

B. Brooklyn is the owner of the following securities of BPW Acquisition Corp. (“BPW”): 2,960,830 units, representing 2,960,830 shares of common stock (the “Founders’ Shares”) and 2,960,830 warrants (the “Founders’ Warrants”), and 4,225,214 warrants (the “Sponsors’ Warrants” and, together with the Founders’ Shares and Founders’ Warrants, the “BPW Securities”).

C. As of the date of this Agreement, BNYH 1 is the owner of 850 membership units of Brooklyn and BNYH 2 is the owner of 150 membership units of Brooklyn (collectively, the “Brooklyn Units”).

D. The BNYH Sellers desire to sell, and the PWP Buyers desire to purchase, all of the BNYH Sellers’ right, title and interest in and to the Brooklyn Units, which represent 100% of the issued and outstanding membership units of Brooklyn.

E. In connection with the purchase of the Brooklyn Units by the PWP Buyers, the PWP Buyers’ desire to assume all interests, rights and obligations under the operating agreement for Brooklyn dated as of October 5, 2007 (the “Operating Agreement”).

NOW, THEREFORE, in consideration of the foregoing Recitals, and the representations, warranties, covenants and agreements set forth herein, the parties hereby agree as follows:

1. Purchase of Brooklyn Units. Subject to the terms and conditions herein, the BNYH Sellers hereby agree to sell the Brooklyn Units to the PWP Buyers and the PWP Buyers hereby agree to purchase the Brooklyn Units from the BNYH Sellers for an aggregate cash purchase price of $4,225,000.00 (the “Purchase Price”).

2. Closing.

(a) The closing of the purchase and sale of the Brooklyn Units (the “Closing”) shall take place on the date (the “Closing Date”) that BPW consummates its initial business combination (the “Transaction”). On the Closing Date, the BNYH Sellers shall deliver an instrument of assignment, duly executed by the BNYH Sellers, with respect to the Brooklyn Units, together with all books and records of Brooklyn, to the PWP Buyers.

(b) Within 30 days of the Closing Date, the PWP Buyers will pay the Purchase Price to the BNYH Sellers in accordance with written instructions provided by the BNYH Sellers to the PWP Buyers at any time prior to the Closing Date.

3. Representations of the BNYH Sellers. The BNYH Sellers hereby, jointly and severally, represent and warrant to the PWP Parties that:

(a) The BNYH Sellers are the owners of all right, title and interest in the Brooklyn Units (representing 100% of the ownership and membership interests in Brooklyn), free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances (other than as a result of this Agreement or any restrictions imposed by the federal securities laws and state securities laws).

(b) The Brooklyn Units are not subject to a pledge, assignment, option or other right to buy.

(c) The BNYH Sellers have the power and authority to enter into this Agreement and perform their obligations hereunder, including the ability to sell the Brooklyn Units to the PWP Buyers.

(d) All acts required to be taken by the BNYH Sellers to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken.

(e) This Agreement constitutes a legal, valid and binding obligation of the BNYH Sellers, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(f) The execution, delivery and performance of this Agreement by the BNYH Sellers in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party (except for (i) the consent of Citigroup Global Markets Inc. (“Citigroup”) and (ii) the Brooklyn Manager, which consents are being obtained herewith) or any governmental au thority pursuant to any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which either of the BNYH Sellers is a party.

4. Representations of Brooklyn. Brooklyn hereby represents and warrants to the PWP Parties that:

(a) It is the sole owner of all right, title and interest in the BPW Securities, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances (other than any restrictions imposed by the federal securities laws and state securities laws).

(b) The BPW Securities are not subject to a pledge, assignment, option or other right to buy.

(d) All acts required to be taken by it to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken.

(e) This Agreement constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(f) The execution, delivery and performance of this Agreement by Brooklyn in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or any governmental authority pursuant to any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which Brooklyn is a party.

(g) The Operating Agreement is the only written operating agreement for Brooklyn.

(h) It is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Brooklyn has delivered to the PWP Parties a certificate evidencing the good standing and existence for Brooklyn in the State of Delaware, issued by the Secretary of State of the State of Delaware.

(i) It is not currently licensed or qualified to do business as a foreign limited liability company in any jurisdiction.

(j) It has conducted no operations since its formation, other than those relating strictly to the holding of the BPW Securities.

(k) No assets or operations of any person or predecessor entity have ever been assigned to or assumed by Brooklyn.

(l) Except as set forth on Schedule 4(l), it has no bank accounts or other accounts.

(m) Other than the purchase of certain BPW Securities by Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf pursuant to the terms of (i) that certain Amended and Restated Securities Purchase Agreement, dated as of February 29, 2009, by and among PWP, Brooklyn and the parties identified on the signature pages thereto, and (ii) that certain Amended and Restated Securities Assignment Agreement, dated as of February 19, 2008, by and among PWP, Brooklyn and the parties identified on the signature pages thereto, no person or entity has contributed any capital to Brooklyn, other than the amounts relating to its organization and its purchase of the BPW Securities and there are no loans made to, or owed by, Brooklyn.

(n) It has not entered into any lease, contract, arrangement or understanding, written or oral, with any party for any reason or purpose whatsoever other than related strictly to its ownership of the BPW Securities.

(o) Other than (i) the Operating Agreement and (ii) the agreements entered into connection with the purchase of the BPW Securities by Brooklyn, there are no agreements, arrangements or understanding with any equity holder or any affiliate of Brooklyn.

(p) All of the managers, members and officers of Brooklyn are set forth on Schedule 4(p).

(q) It does not owe any money, including any legal fees, any charges related to its formation or any other amounts or expenses and has done nothing that will cause any sales, income, franchise, stamp or other taxes, penalties or fees to become due to any third party or government entity or agency, except as may result from existing as a limited liability company under Delaware law and having retained CT Corporation System as a registered agent in Delaware on its behalf, which such fees or charges will be paid by Brooklyn prior to the Closing.

(r) It has not filed any tax returns of any type and does not owe any taxes, except for minimum taxes that may be due as a result from existing as a limited liability company in Delaware, which taxes will be paid by Brooklyn prior to the Closing.

(s) It has no assets of any kind other than the BPW Securities or to the extent its certificate of formation with the State of Delaware and its corporate existence would be deemed an asset, and has no liabilities of any kind.

(t) Neither Brooklyn nor, to the knowledge of Brooklyn, any of its principals has made any representations, undertakings or promises to any party except pursuant (i) the Operating Agreement; (ii) the agreements entered into connection with the purchase of the BPW Securities by Brooklyn and (iii) the other agreements referred to herein.

(u) Brooklyn has never had any employees and has not made any filings of any type with any federal, state, local or foreign government office or agency for any reason whatsoever (other than the filing of the Certificate of Formation with the State of Delaware, filings with the Securities and Exchange Commission relating to its ownership of the BPW Securities and obtai ning an employer identification number with the Internal Revenue Service).

(v) Attached hereto as Exhibit A is a complete and correct copy of the Certificate of Formation of Brooklyn, together with all amendments thereto, certified to be true, complete and correct by the Secretary of State of the State of Delaware, and such Certificate of Formation has not been amended, modified or otherwise supplemented and no steps have been taken by the member of Brooklyn to effect or authorize any amendment or other modification to such Certificate of Formation since the date of such certificate from the Secretary of State.

(w) The Employer Identification Number assigned to Brooklyn is 26-1191060.

5. Representations of the Brooklyn Manager. The Brooklyn Manager hereby represents and warrants to the PWP Parties that:

(a) It has full legal power to execute and deliver this Agreement and to perform its obligations hereunder.

(b) All acts required to be taken by it to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken.

(c) This Agreement constitutes a legal, valid and binding obligation of the Brooklyn Manager enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(d) The execution, delivery and performance of this Agreement by the Brooklyn Manager in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or any governmental authority pursuant to any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which the Brooklyn Manager is a party.

6. Representations of the PWP Parties. Each of the PWP Parties hereby, jointly and severally, represent and warrant to the Brooklyn Parties that:

(a) It has full legal power to execute and deliver this Agreement and to perform its obligations hereunder.

(b) All acts required to be taken by it to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken.

(c) This Agreement constitutes a legal, valid and binding obligation of each of the PWP Parties enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(d) It understands that the Brooklyn Units are not registered under the Securities Act of 1933, as amended, or in any state and that such securities may not be sold unless they are subsequently registered or an exemption from such registration is available.

(e) The Brooklyn Units are to be acquired for the PWP Buyers’ own account and is not intended to be sold or otherwise disposed of in violation of the securities laws of the United States.

(f) It has had full access to any and all information with regard to Brooklyn, including financial statements and other documents, books and records available to the Brooklyn Parties that it deems relevant to the purchase of the Brooklyn Units, and it has had full access to management of Brooklyn to obtain whatever information it deemed relevant to its purchase of the Brooklyn Units.

(g) Through its position with BPW and its knowledge and experience in financial and business matters, it is capable of evaluating the merits and risks of an investment in the BPW Securities and has obtained, in its judgment, sufficient information about BPW to evaluate the merits and risks of an investment in the BPW Securities.

(h) The execution, delivery and performance of this Agreement by the PWP Parties in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party (except for the consent of Citigroup, which consent is being obtained herewith) or any govern mental authority pursuant to any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which the PWP Parties is a party or by which the PWP Parties (or any of its assets, properties, operations or businesses) may be bound, subject to or affected.

7. Additional Covenants and Agreements.

(a) Immediately prior to the time that Brooklyn is obligated to purchase any shares of BPW’s common stock pursuant to that certain Rule 10b5-1 Stock Purchase Plan (the “Brooklyn Purchase Plan”), dated January 14, 2008, between Brooklyn, BPW and Citigroup, (i) the parties to the Brooklyn Purchase Plan will enter a termination agreement in the form attached as Exhibit B, to terminate the obligations of Brooklyn to make such purchases, and (ii) PWP, BPW and Citigroup will enter into an amendment to that certain Rule 10b5-1 Stock Purchase Plan (the & #147;PWP Purchase Plan”), dated January 14, 2008, in the form attached as Exhibit C, to increase the maximum aggregate purchase price of shares of BPW common stock that PWP will be obligated to purchase to $25 million.

(b) Effective as of the date of this Agreement, PWP, the PWP Group, Brooklyn and the Brooklyn Manager shall enter into an agreement, in the form attached as Exhibit D, to terminate that certain Contribution Agreement, dated as of February 29, 2008, by and among PWP, the PWP Group, Brooklyn and the Brooklyn Manager.

(c) Brooklyn hereby appoints PWP or its assigns as Brooklyn’s proxy, with full power of substitution, to (i) vote the Founders’ Shares at any meeting of stockholders of BPW in connection with the Transaction and any adjournments thereto or

execute any written consents necessary in connection with the Transaction (subject in each case to Brooklyn’s existing obligations to vote such shares as provided in the Insider Letter (defined below)) and (ii) exchange the Sponsors’ Warrants and Founders’ Warrants in connection with any exchange offer of BPW’s warrants contemplated by any definitive documentation relating to the Transaction (collectively, the “Transaction Documents”) and execute any documents in connection therewith. Brooklyn hereby affirms that the foregoing proxy is coupled with an interest and, subject to the terms of this Agreement, shall be irrevocable. Brooklyn hereby agrees to execute a power of attorney if reasonably requested by PWP to effectuate the intent of clause (ii) above.

(d) Brooklyn hereby agrees to use commercially reasonable efforts to take all reasonably necessary actions, as requested in good faith by PWP, to complete the transactions contemplated by the Transaction Documents; provided that Brooklyn will not be required to incur any liabilities, expend any funds (except to the extent Brooklyn wishes to engage third parties, such as legal counsel, to represent its interests) or take any actions on behalf of BPW, PWP or any of their respective affiliates in connection therewith.

(e) The Brooklyn Manager hereby consents to the transfer of the Brooklyn Units contemplated by this Agreement, as required by Section 9.1 of the Operating Agreement.

8. Conduct of Business by Brooklyn. During the period from the date of this Agreement and continuing until the earlier of the Closing or BPW’s liquidation, Brooklyn shall, except to the extent that PWP shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices and not take any action to cause any of its representations and warranties contained in Sec tion 4 to become untrue.

9. Conditions to Closing.

(a) The obligations of the Brooklyn Parties to consummate and effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Brooklyn Parties:

(i) Each representation and warranty of the PWP Parties is true and correct as of the date of this Agreement and as of the Closing Date and the Brooklyn Parties shall have received a certificate with respect to the foregoing signed on behalf of the PWP Parties (the “PWP Closing Certificate”).

(ii) The PWP Parties shall have materially performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the PWP Closing Certificate shall include a provision to such effect.

(iii) The PWP Parties shall have obtained all material consents, waivers and approvals required to be obtained by the PWP Parties in connection with the consummation of the transactions contemplated by the Agreement and the PWP Closing Certificate shall include a provision to such effect.

(iv) BPW shall have consummated the Transaction.

(b) The obligations of the PWP Parties to consummate and effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the PWP Parties:

(i) Each representation and warranty of the Brooklyn Parties is true and correct as of the date of this Agreement and as of the Closing Date and the PWP Parties shall have received a certificate with respect to the foregoing signed on behalf of the Brooklyn Parties (the “Brooklyn Closing Certificate”).

(ii) The Brooklyn Parties shall have materially performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Brooklyn Closing Certificate shall include a provision to such effect.

(iii) The Brooklyn Parties shall have obtained all material consents, waivers and approvals required to be obtained by the Brooklyn Parties in connection with the consummation of the transactions contemplated by the Agreement, and the Brooklyn Closing Certificate shall include a provision to such effect.

(iv) The entities and persons listed on Schedule 9(b)(iv) shall have resigned from all of their positions and offices with Brooklyn.

(v) BPW shall have consummated the Transaction.

10. Expenses. Each of the parties to this Agreement will bear its own expenses in connection with the transactions contemplated hereby and be responsible for payment of its income taxes, if any, owed as a result of its receipt of the Purchase Price or the Brooklyn Units pursuant to this Agreement.

11. Indemnification.

(a) By the BNYH Sellers. Effective as of the date of this Agreement, each of the BNYH Sellers shall, jointly and severally, indemnify and hold harmless the PWP Parties and each of their respective affiliates, directors, officers, employees and representatives from and against any and all losses, damages, costs, judgments, claims, expenses or liabilities, including, without limitation, reasonable attorneys’ fees (each, a “Loss” and, collectively, the “Losses”), which may be sustained, suffered or incurred by th e PWP Parties or any of their respective affiliates, directors, officers, employees and representatives, arising from or in connection with the breach of any of the Brooklyn Parties’ covenants, representations, warranties, agreements, obligations or undertakings hereunder.

(b) By the PWP Parties.

(i) Effective as of the date of this Agreement, each of the PWP Buyers shall, jointly and severally, indemnify and hold harmless the Brooklyn Parties and each of their respective affiliates, directors, officers, employees and representatives from and against any Losses, which may be sustained, suffered or incurred by the Brooklyn Parties or any of their respective affiliates, directors, officers, employees and representatives, arising from or in connection with the breach of any of the PWP Parties’ covenants, representations, warranties, agreements, obligations or undertakings hereunder.

(ii) Effective as of the date of this Agreement, PWP agrees that if BPW is required to liquidate or dissolve prior to consummating a Transaction and any Losses arise pursuant to Section 4(a) of Brooklyn’s Insider Letter Agreement dated February 26, 2008 (the “Insider Letter”), PWP will indemnify Brooklyn against all such Losses.

(iii) Effective as of the date of this Agreement, PWP agrees to indemnify the BNYH Sellers and the Brooklyn Manager for any Losses that are incurred by the Brooklyn Parties as a result of the execution by BPW of any Transaction Documents and/or the negotiation or consummation of any actual or potential Transaction after the date of this Agreement.

(c) The obligations under this Section 11 shall survive the transfer of the Brooklyn Units and the closing of a Transaction. The agreements contained in this Section 11 shall be in addition to any other rights such parties may have at common law or otherwise.

12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

13. Survival of Representations. The representations, warranties, covenants, indemnities and agreements of the parties contained in this Agreement are the only such terms made or relied upon by the parties and shall survive the consummation of the transactions contemplated hereby.

14. Guaranty. PWP Group hereby irrevocably and unconditionally guarantees the performance of all obligations of each of the PWP Buyers and PWP under this Agreement.

15. Public Announcements. Each of the parties hereto agrees that it will not issue any press release or otherwise make any public statement with respect to this Agreement or the transactions contemplated hereby except as may be required by law; provided, however, that any party desiring to make such disclosure (the “Disclosing Party”) shall provide the other party (the “Non-Disclosing Party”) with reasonable prior notice and allow for such Non-Disclosing Party to comment on such disclosure. &nb sp;Once a disclosure has been commented on, neither party shall thereafter be required to notify the other party prior to making substantially similar disclosure.

16. Consent to Jurisdiction. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any federal or state court located in the Borough of Manhattan in the City of New York, New York in the event any dispute arises out of this Agreement or the transaction contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the tran sactions contemplated hereby in any court other than a federal or state court located in the Borough of Manhattan in the City of New York, New York.

17. Counterparts. The parties may execute this Agreement in counterparts. Each executed counterpart will be considered an original document, and all executed counterparts, together, will constitute the same agreement. Facsimile transmission of this Agreement and retransmission of any signed facsimile transmission shall be the same as delivery of an original. At the request of any party, the parties shall confirm facsimile transmitted signatures by signing an original document.

18. Termination. This Agreement may be terminated at any time by the written consent of the Brooklyn Parties and the PWP Parties. The appointment of PWP or its assigns as Brooklyn’s proxy pursuant to Section 7(c) of this Agreement shall automatically terminate, without any action by the parties hereto, upon the earlier to occur of the following: (i) such date and time as the Transaction shall become effective in accordance with the terms of the definitive transaction documents; (ii) such date and time as the closing of the purchase and sale of the Brooklyn Units pursuant to the terms of this Agreement; and (iii) such date and time as BPW enters into proceedings in bankruptcy or insolvency; makes an assignment for the benefit of creditors; files or has filed against it any petition under a bankruptcy law, a corporate reorganization law or any other law for relief as a debtor (or similar law in purpose or effect); or enters into liquidation or dissolution proceedings.

19. Modification and Waiver. No supplement, modification or waiver of this Agreement or any provision hereof shall be binding unless executed in writing by the parties to be bound thereby. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

20. Entire Agreement; Third Party Beneficiaries. This Agreement and the documents described herein or attached or delivered pursuant hereto set forth the entire agreement between the parties hereto with respect to the transactions contemplated hereby. This Agreement is not intended to, and shall not confer upon, any person other than the parties hereto any rights or remedies hereunder.

21. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within said state.

22. Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

23. Further Assurances. Each of the parties hereto agrees to promptly take or cause to be taken all actions and promptly do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Each party shall execute and deliver such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement the trans actions contemplated hereby or to evidence such events or matters.

[SIGNATURES FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

PWP ACQUISITION GP LLC

By: /s/ Gary S. Barancik

Name: Gary S. Barancik

Title: Authorized Person

PERELLA WEINBERG PARTNERS ACQUISITION LP

By: /s/ Gary S. Barancik

Name: Gary S. Barancik

Title: Authorized Person

PERELLA WEINBERG PARTNERS GROUP LP

By: /s/ Gary S. Barancik

Name: Gary S. Barancik

Title: Partner

BNYH BPW HOLDINGS LLC

By: /s/ Rob Bolandian

Name: Rob Bolandian

Title: Authorized Person

BNYH BPW 1 LLC

By: /s/ Rob Bolandian

Name: Rob Bolandian

Title: Authorized Person

BNYH BPW 2 LLC

By: /s/ Rob Bolandian

Name: Rob Bolandian

Title: Authorized Person

BROOKLYN NY HOLDINGS LLC

By: /s/ Rob Bolandian

Name: Rob Bolandian

Title: Authorized Person

Schedules

Schedule 4(l)

■ J.P. Morgan, Asset Account, Account Number Q11889005. Balance of $0 as of the date hereof.

■ J.P. Morgan, Margin Account, Account Number 241805561. Balance of $0 as of the date hereof.

Schedule 4(p)

■ Manager: Brooklyn NY Holdings LLC

■ Officers: Robert Bolandian – President and Secretary

Schedule 9(b)(iv)

■ Manager: Brooklyn NY Holdings LLC

■ Officers: Robert Bolandian – President and Secretary

Exhibit A

CERTIFICATE OF FORMATION

Exhibit B

TERMINATION AGREEMENT FOR BROOKLYN PURCHASE PLAN

Exhibit C

TERMINATION AGREEMENT FOR PWP PURCHASE PLAN

Exhibit D

TERMINATION OF CONTRIBUTION AGREEMENT

-----END PRIVACY-ENHANCED MESSAGE-----