Joe’s Jeans and Robert Graham Announce Transformative Transactions That Will Create a New Omni-Channel, Premium Branded Consumer Platform

Guía de Regalos

  • Tengram Capital Partners investing $50 million into the new platform
    to facilitate acquisitions of complementary premium brands
  • Joe’s Jeans Inc. to change company name to Differential Brands Group
    Inc. to signify change in business strategy
  • Hudson and Robert Graham to serve as the foundation for growth
  • Joe’s Jeans brand and operating assets to be divested to third parties
  • Upon the closing of the Merger, William Sweedler to join as Chairman
    and Michael Buckley to lead Company as Chief Executive Officer

LOS ANGELES–(BUSINESS WIRE)–Joe’s Jeans Inc. (NASDAQ: JOEZ) (the “Company“)
and RG Parent LLC today announced two transformative transactions.
First, the Company has agreed to sell the Joe’s® brand and operating
assets for an aggregate purchase price of $80 million to two separate
buyers, Sequential Brands Group Inc. (NASDAQ: SQBG) and Global Brands
Group Holding Limited (SEHK Stock Code: 787). Proceeds from the
transactions will be used to retire certain outstanding indebtedness,
including all indebtedness owed to the Company’s senior term loan
lender. The closings of the asset sale transactions are subject to
satisfaction or waiver of certain conditions, including the simultaneous
closings of both asset sales. It is anticipated that the asset sale
transactions will close by September 30, 2015.

Second, the Company has agreed to merge the remaining Hudson business
with the parent company of Robert Graham, RG Parent LLC, a
nationally-recognized fashion brand. The strategic combination of the
Robert Graham and Hudson® brands will provide the foundation of a new,
premium branded consumer platform that focuses on organically growing
its owned brands through a global, omni-channel strategy, including
premium wholesale department store and specialty stores,
direct-to-consumer retail stores, ecommerce, and licensing.
Additionally, the platform intends to seek opportunities to acquire
accretive, complementary, premium-plus brands.

Upon the closing of the Joe’s® brand asset sale transactions, the
Company will be renamed Differential Brands Group Inc. (“DBG”) and
remain listed on NASDAQ. The name change signifies the transformation of
these standalone businesses and the creation of a unified consumer
platform. After the completion of the merger transactions, the Robert
Graham equity holders will own approximately 47.3% of the Common Stock,
the preferred stock owned by Tengram will be convertible into
approximately 23.9% of the Common Stock, the convertible noteholders
will own approximately 14.0% of the Common Stock and the existing
stockholders (including the outstanding equity awards under the
Company’s incentive plan) will own approximately 14.2% of the Common
Stock, all on a fully diluted basis. The merger is subject to regulatory
approval, as well as a vote of the Company’s stockholders on certain
matters related to the merger, including a one for thirty reverse stock
split, and is expected to close during the fourth quarter of 2015.

In connection with the merger, an affiliate of Tengram Capital Partners
(“Tengram”), a consumer-focused private
equity firm and the controlling owner of the Robert Graham business, has
agreed to sponsor a recapitalization of the combined business to improve
and simplify the capital structure. Tengram will purchase $50
million of new series A convertible preferred stock of the Company. Upon
the closing of the Merger, the outstanding indebtedness of the Company
owed to its senior revolving credit lender will be paid in full, as well
as certain indebtedness to the convertible noteholders and Joe Dahan. In
connection with the Merger, the holders of the Company’s outstanding
convertible notes, including Peter Kim and an affiliate of Fireman
Capital Partners, will exchange such notes for common stock, cash and
modified convertible notes.

Michael Buckley, current Chief Executive Officer of Robert Graham, who
has previous public company leadership experience at True Religion, in
addition to building Diesel, and Ben Sherman, has been tapped to lead
DBG as Chief Executive Officer, upon the closing of the Merger. Mr.
Buckley stated, “I believe Differential is uniquely positioned to become
one of the leading premium omni-channel brand platforms in the world,
and I am thrilled to begin leading the company as Chief Executive
Officer after the closing of the Merger.” Mr. Buckley stated, “I am
excited to begin working closely with the Board of Directors, Tengram
Capital Partners and each of our current and future portfolio brands in
building shareholder value in the years to come.” Mr. Sweedler,
Co-founder and Managing Partner of Tengram added, “Tengram is thrilled
to be the lead sponsor in this transformative transaction and to have
the opportunity to create a second public platform with a focused
operating playbook to fuel strong growth in the foreseeable future.”

The issuance of shares and certain other transactions related to the
merger will require majority approval of the Company’s stockholders at a
stockholder meeting expected to be held during the fourth quarter of
2015. Joe Dahan, beneficial owner of approximately 17% of the Company’s
outstanding stock, has entered into a voting agreement, pursuant to
which he has agreed to vote his shares in favor of the merger.

Skadden, Arps, Slate, Meagher & Flom LLP and Piper Jaffray advised
Tengram and Robert Graham on the various transactions while Akin Gump
Strauss Hauer & Feld LLP and Carl Marks Securities LLC advised Joe’s
Jeans Inc.

B. Riley & Co., LLC served as the exclusive financial advisor to Peter
Kim and Fireman Capital Partners on all matters related to this
transaction while Sullivan & Cromwell LLP provided legal counsel to Mr.
Kim and McDermott Will & Emery LLP provided counsel to Fireman Capital
Partners.

About Joe’s Jeans Inc.
Joe’s Jeans Inc. designs, produces and sells
apparel and apparel-related products to the retail and premium markets
under the Joe’s® and Hudson® brands and related trademarks. More
information is available at the company’s websites at www.joesjeans.com
and www.hudsonjeans.com.

About Robert Graham
Robert Graham is ‘American Eclectic.’ Since its
launch in 2001, Robert Graham was created on the premise of introducing
sophisticated, eclectic style to the fashion market as an American-based
company with an intention of inspiring a global movement. Robert Graham
received the 2014 “Menswear Brand of the Year” award from the American
Apparel & Footwear Association. Robert Graham now operates freestanding
stores in 23 locations nationwide. The brand also sells at luxury
department stores and boutiques, and it has showrooms located in New
York City, Los Angeles, Dallas, Toronto, Montreal, and Vancouver (www.robertgraham.us).

This release contains forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. The matters discussed in this news
release involve estimates, projections, goals, forecasts, assumptions,
risks and uncertainties that could cause actual results or outcomes to
differ materially from those expressed in the forward-looking
statements. All statements in this news release that are not purely
historical facts are forward-looking statements, including statements
containing the words “may,” “will,” “expect,” “anticipate,” “intend,”
“estimate,” “continue,” “believe,” “plan,” “project,” “will be,” “will
continue,” “will likely result” or similar expressions. Any
forward-looking statement inherently involves risks and uncertainties
that could cause actual results to differ materially from the
forward-looking statements. Factors that would cause or contribute to
such differences include, but are not limited to: the parties’ ability
to close the merger, including the receipt and terms and conditions of
any required governmental approval of the proposed merger that could
reduce anticipated benefits or cause the parties to abandon the merger,
the diversion of management’s time and attention from the Company’s
ongoing business during this time period, the impact of the merger on
the Company’s stock price, the anticipated benefits of the merger on its
financial results, business performance and product offerings, the
Company’s ability to successfully integrate Robert Graham business and
realize cost savings and any other synergies, the risk that the credit
ratings of the combined company or its subsidiaries may be different
from what the Company expects, continued acceptance of our product,
product demand, competition, capital adequacy, general economic
conditions and the potential inability to raise additional capital if
required; the risk that the Company will be unsuccessful in gauging
fashion trends and changing customer preferences; the risk that changes
in general economic conditions, consumer confidence, or consumer
spending patterns will have a negative impact on the Company’s financial
performance; the highly competitive nature of the Company’s business in
the United States and internationally and its dependence on consumer
spending patterns, which are influenced by numerous other factors; the
Company’s ability to respond to the business environment and fashion
trends; continued acceptance of the Company’s brands in the marketplace;
and other risks. The Company discusses certain of these factors more
fully in its additional filings with the SEC, including its last annual
report on Form 10-K and quarterly report on Form 10-Q filed with the
SEC, and this release should be read in conjunction with those reports,
together with all of the Company’s other filings, including current
reports on Form 8-K, through the date of this release. The Company urges
you to consider all of these risks, uncertainties and other factors
carefully in evaluating the forward-looking statements contained in this
release.

Any forward-looking statement is based on information current as of
the date of this document and speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to update
these statements to reflect events or circumstances after the date on
which such statement is made. Readers are cautioned not to place undue
reliance on forward-looking statements.

Additional Information about the Proposed Merger and Where to Find It

This communication relates to the proposed merger pursuant to the
Agreement and Plan of Merger, dated September 8, 2015, by and among RG
Parent, LLC, JJ Merger Sub LLC and Joe’s Jeans Inc.

The Company will file with the SEC a current report on Form 8-K that
includes additional information on these transactions as well as the
relevant documents. In connection with the proposed merger, the Company
expects to file with the SEC a registration statement on Form S-4 that
will include a proxy statement of the Company that also constitutes a
prospectus of the Company, which proxy statement will be mailed or
otherwise disseminated to the Company’s stockholders when it becomes
available. The Company also plans to file other relevant documents with
the SEC regarding the proposed merger. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other
relevant documents filed by the Company with the SEC at the SEC’s
website www.sec.gov.
Copies of the documents filed by the Company will be available free of
charge on its website at www.joesjeans.com
or by contacting the individual listed below.

Certain Information Regarding Participants

The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed
merger. You can find information about the Company’s executive officers
and directors in the Company’s Form 10-K/A filed with the SEC on March
30, 2015. Additional information regarding the interests of such
potential participants will be included in the proxy
statement/prospectus and other relevant documents filed with the SEC if
and when they become available. You may obtain free copies of these
documents from the Company by contacting the individual listed below.

No Offer or Solicitation

This document shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.

Contacts

Joe’s Jeans Inc.
Hamish Sandhu, 323-837-3700 x 304