UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(Date of Event Which Requires Filing of this Statement)

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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).

*   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).

 

 

ITEM 1. SECURITY AND ISSUER

 

This statement constitutes Amendment No. 3 to the Schedule 13D relating to the Common Stock, par value $0.01 (the “Shares”), issued by The Talbots, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on August 1, 2011 (the “Initial Schedule 13D”), Amendment No. 1 to the Initial Schedule 13D filed on December 6, 2011 and Amendment No. 2 to the Initial Schedule 13D filed on January 30, 2012, on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

 

ITEM 4. PURPOSE OF TRANSACTION

 

Item 4 is hereby amended by adding the following:

 

Sycamore Partners Management, L.L.C. (“Sycamore”) has made a non-binding proposal to the Board of Directors of the Issuer to acquire all of the remaining issued and outstanding shares of the Issuer’s common stock not owned by Sycamore or its affiliates at a price of $3.05 per share in cash.  There can be no assurance that any definitive agreement will be entered into regarding the proposed acquisition of the Issuer, or, if entered into, what the terms thereof will be, or that the proposed transaction or any other transaction will be approved or consummated.  Unless and until a definitive agreement with respect to the proposed transaction has been entered into, neither Sycamore nor the Issuer is under any obligation of any kind whatsoever with respect to an acquisition transaction, and either party is free for any reason to withdraw from discussions without obligation or liability.

 

On May 5, 2012, Sycamore entered into a Letter Agreement with the Issuer (the “Letter Agreement”), pursuant to which the Issuer agreed, among other things, not to solicit, knowingly encourage or respond to offers, proposals or inquiries relating to any (i) sale or disposition of a material portion of the business or assets of the Issuer; (ii) tender offer, merger, acquisition, consolidation, joint venture, share exchange, business combination or other similar transaction; (iii) recapitalization, reorganization, liquidation, dissolution or other similar transaction; or (iv) financing or refinancing of the Company, investment in the Company or any sale or transfer or any equity or debt interest or security in the Company, until the earlier of (a) the execution of a definitive agreement between Sycamore and the Issuer, (b) receipt by the Company of notice that Sycamore is no longer pursuing the purchase of 100% of the Issuer’s issued and outstanding capital stock (the “Transaction”) or (c) 5:00 p.m. (New York City Time) on May 15, 2012 (the “Exclusivity Period”).  The parties further agreed to use commercially reasonable efforts and act in good faith to negotiate and enter into a definitive agreement with respect to the proposed Transaction prior to the end of the Exclusivity Period.

 

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibit 3 and is incorporated herein by reference.

 

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

 

Item 6 is hereby amended by adding the following:

 

On May 5, 2012, Sycamore and the Issuer entered into the Letter Agreement, a discussion of which is contained in Item 4 hereof and is incorporated into this Item 6 by reference.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Item 7 is hereby amended by adding the following:

 

Exhibit 3

Letter Agreement, dated as of May 5, 2012, by and between Sycamore Partners Management, L.L.C. and The Talbots, Inc.

 

2

 

SIGNATURES

 

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

 

Date: May 7, 2012

 

 

	SYCAMORE PARTNERS, L.P.
	By:	Sycamore Partners GP, L.L.C.
		its General Partner
	By:	Sycamore Partners MM, L.L.C.
		its Managing Member
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	SYCAMORE PARTNERS GP, L.L.C.
	By:	Sycamore Partners MM, L.L.C.
		its Managing Member
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	SYCAMORE PARTNERS MM, L.L.C.
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	/s/ Stefan L. Kaluzny
	STEFAN L. KALUZNY
	ALLIGATOR INVESTORS, L.L.C.
	By:	Sycamore Partners, L.P.
		its Managing Member
	By:	Sycamore Partners, GP, L.L.C.
		its General Partner
	By:	Sycamore Partners MM, L.L.C.
		its General Partner
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny

 

3

 

		Managing Member
	PANTHER INVESTORS, L.L.C.
	By:	Sycamore Partners, L.P.
		its Managing Member
	By:	Sycamore Partners GP, L.L.C.
		its General Partner
	By:	Sycamore Partners MM, L.L.C.
		its General Partner
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member

 

EXHIBIT INDEX

 

Exhibit		Description
3		Letter Agreement, dated as of May 5, 2012, by and between Sycamore Partners Management, L.L.C. and The Talbots, Inc.

 

4

EXHIBIT 3

 

TO FORM SC 13D/A

 

May 5, 2012

 

The Talbots, Inc.

One Talbots Drive

Hingham, MA 02043

Attention: Board of Directors

 

Ladies and Gentlemen:

 

Investment funds managed by Sycamore Partners Management, L.L.C. (“Sycamore”) have engaged in discussions with The Talbots, Inc. (together with its subsidiaries, the “Company”) regarding the proposed acquisition (the “Transaction”) by one or more entities controlled by Sycamore of 100% of the issued and outstanding capital stock of the Company.  In consideration of the effort and expenditures of Sycamore in connection with continuing such discussions with respect to a potential Transaction, the undersigned hereby agree as follows:

 

1.             For a period (the “Exclusivity Period”) beginning on the date of this letter agreement and ending on the first to occur of:

 

(i)            the execution of a definitive agreement between Sycamore and the Company with respect to a Transaction;

 

(ii)           receipt by the Company of written notice from Sycamore advising the Company that Sycamore is no longer actively pursuing the Transaction; and

 

(iii)          5:00 p.m. (New York City time) on May 15, 2012,

 

the Company shall not, and shall not permit its directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents, consultants and other representatives (collectively, “Representatives”) to, directly or indirectly (in each case, other than with respect to Sycamore and/or its Representatives), (a) engage in negotiations or discussions with any person or entity, (b) solicit, knowingly encourage, or respond to any offers, proposals or inquiries from any person or entity, (c) enter into any agreement with any person or entity, (d) furnish any information or data to, or (e) provide access to the books, records, assets, business or personnel of the Company to, any person or entity in connection with any potential or actual (i) sale or other disposition of a material portion of the business or assets of the Company, taken as a whole; (ii) tender offer, merger, acquisition, consolidation, joint venture, share exchange, business combination, or similar transaction involving the Company; (iii) recapitalization, reorganization, liquidation, dissolution, or similar transaction involving the Company; or (iv) financing or refinancing involving the Company or direct or indirect investment in the Company or any sale or transfer of any equity or debt interest or security (including, without limitation, securities or instruments directly or indirectly convertible or exchangeable into equity or debt) in the Company (other than the issuance of stock options or similar instruments (or common stock of the Company issuable on the exercise of such stock options or similar instruments) to existing directors, officers or employees of the Company in the ordinary course of business consistent

 

 

with past practice and issuances of common stock of the Company upon the exercise of any warrant of the Company issued and outstanding as of the date hereof) (each of the foregoing clauses (i) through (iv) collectively, an “Alternative Transaction”).  The Company shall, and shall use its reasonable best efforts to cause each of its Representatives to, immediately terminate and cease any ongoing discussions, communications or negotiations or other direct or indirect contact with any person or other entity (other than Sycamore and its Representatives) with respect to any Alternative Transaction, and if the Company or any of its Representatives are contacted during the Exclusivity Period by any person or entity with respect to an Alternative Transaction, the Company and/or its Representatives shall notify such person or entity that the Company and its Representatives are no longer permitted to, directly or indirectly, solicit, discuss, negotiate, receive or respond to proposals or provide information or enter into any agreement with respect to any Alternative Transaction during the Exclusivity Period.  During the Exclusivity Period, the Company shall use its reasonable best efforts to enforce all confidentiality, standstill and similar agreements in effect as of the date hereof with any person or entity.  The Company represents and warrants to Sycamore that the Company is not a party to any agreement with any person or entity with respect to an Alternative Transaction.

 

2.             As soon as reasonably practicable following the execution and delivery of this letter agreement by each of the undersigned, Sycamore’s counsel will prepare and deliver to the Company and its counsel an initial draft of a definitive agreement for the proposed Transaction reflecting Sycamore’s preferred acquisition structure for the proposed Transaction.  Each of the undersigned agrees to use commercially reasonable efforts and act in good faith to negotiate and enter into a definitive agreement with respect to the proposed Transaction prior to the end of the Exclusivity Period; it being acknowledged and agreed that unless and until a definitive agreement regarding a Transaction between the undersigned has been executed, neither the Company nor Sycamore will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this letter agreement or otherwise except for the matters specifically agreed to herein and in that certain Confidentiality Agreement, dated as of January 27, 2012, by and between the undersigned (the “Confidentiality Agreement”), and each party shall be free for any reason to withdraw from discussions regarding a Transaction, without obligation or liability hereunder to the other or to any other person; provided that any such withdrawal by any party hereto from discussions shall not affect such party’s obligations under this letter agreement.  For the avoidance of doubt, any such withdrawal shall not terminate or shorten the Exclusivity Period.  This agreement shall be a legal and binding obligation of the parties hereto notwithstanding anything to the contrary in the Confidentiality Agreement.

 

3.             Promptly following the execution and delivery of this letter agreement by the undersigned, each of the undersigned shall promptly make any required filings of this letter agreement pursuant to applicable law or regulation.  Except as may otherwise be required in order for a party hereto to comply with applicable laws or regulations, each party agrees to provide the other party with a draft copy of any such filing or other public disclosure regarding its entering into this letter agreement sufficiently in advance of such actual filing or public disclosure in order to provide the other party the opportunity to make reasonable comments to such filing or other public disclosure and further agrees to consider in good faith accepting any such comments provided.

 

4.             Each party shall be entitled to enforce its rights under this letter agreement specifically, to recover damages by reason of any breach of any provision of this letter agreement and to exercise all other rights existing in its favor and each party agrees and acknowledges that money damages would not be an adequate remedy for any breach of the provisions of this letter

 

 

agreement and that the non-breaching party may in its sole discretion apply to a court of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce, or prevent any violation of, the provisions of this letter agreement.

 

5.             Any provision of this letter agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this letter agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

 

6.             This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.  Each of the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based on tort, contract or otherwise) arising out of or related to this letter agreement.

 

7.             This letter agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.  This letter agreement may be executed and transmitted by facsimile or by e-mail, which signature shall be binding upon the parties as if they were original signatures.  A person who is not a party to this letter agreement shall have no right to enforce any term of this letter agreement.  No party hereto shall assign this letter agreement or any of such party’s rights or obligations hereunder without the prior written consent of the other party.  This letter agreement, along with the Confidentiality Agreement, constitutes the entire understanding and agreement between the undersigned with respect to the subject matter hereof and supersedes and preempts all prior understandings, agreements (written or oral), representations and/or discussions between Sycamore and the Company that may have related to the subject matter hereof in any way.  The headings and captions used in this letter agreement are used for convenience only and are not to be considered in construing or interpreting this letter agreement.

 

If the foregoing accurately reflects your understanding, please have a duly authorized representative execute and return to the undersigned one copy of this letter agreement, which will constitute and evidence your agreement with respect to the matters addressed herein.

 

	Very truly yours,
	SYCAMORE PARTNERS MANAGEMENT, L.L.C.
	By:	/s/ Stefan L. Kaluzny
		Name: Stefan L. Kaluzny
		Title: Managing Director

 

 

This letter agreement is agreed to
and accepted effective as of the date first set forth above.
THE TALBOTS, INC.
By:	/s/ Richard T. O’Connell, Jr.
Name:	Richard T. O’Connell, Jr.
Title:	Executive Vice President