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Talbots reworks deal to acquire BPW

Associated Press / February 18, 2010

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HINGHAM - The women’s clothing retailer Talbots Inc. said yesterday that it has amended the share portion of its agreement to acquire BPW Acquisition Corp., part of a larger refinancing plan.

Talbots originally planned to give BPW stockholders 0.9757 shares of Talbots for each share of BPW. But the companies said they have agreed to the use an alternative exchange ratio to address fluctuations in Talbots’ share price before the deal closes.

BPW is a special-purpose acquisition company, also known as a “blank check,’’ formed with the intent of buying other companies. It’s unusual for such a company to be acquired.

The deal is part of a complex refinancing deal that will let Talbots buy out its majority shareholder, lower its debt by about $330 million, and continue its turnaround.

The deal allows Talbots to buy BPW and access the $350 million in cash it holds.

Once the acquisition closes, current BPW shareholders will own between 60.4 percent and 69.1 percent of Talbots, and current Talbots shareholders will own 30.9 percent to 39.6 percent.