Under the structure, Authentic acquired 51% of substantially all of Guess?'s intellectual property, with the Rolling Stockholders retaining the other 49% of the IP, while current Guess? management continues to run the wholly Rolling Stockholder owned operating company. Guess? shareholders other than the Rolling Stockholders received $16.75 per share in cash, a premium of approximately 73% to Guess?'s unaffected closing stock price on March 14, 2025 (the last trading day before Guess? disclosed an earlier unsolicited proposal) and a premium of 24.4% to the August 18, 2025 closing price, the day before the Authentic deal was announced. The press release and proxy statement describe the deal as valuing Guess? at approximately $1.4 billion including debt; the proxy's financing section states anticipated total consideration necessary to complete the merger, including associated costs and expenses, of approximately $1.475 billion, funded by cash on hand (including Authentic's cash used to fund investor loans), Authentic's existing debt financing arrangements, and the value of rollover shares. The transaction was not subject to a financing condition.
In its fairness opinion, Solomon Partners Securities, LLC calculated that the $16.75 per-share price implied a transaction multiple of 6.6x EV/LTM Adjusted EBITDA (based on Guess?'s LTM Adjusted EBITDA through fiscal month-end June 2025) and 6.0x EV/CY2025E EBITDA (based on management's "June Projections" of approximately $239.5 million of fiscal 2026 Adjusted EBITDA). Solomon's selected public companies analysis showed a range of 2.8x-5.8x LTM Adjusted EBITDA and 3.1x-6.6x CY2025E EBITDA across comparable apparel/retail companies, and its selected precedent transactions analysis cited EBITDA multiples including Sycamore Partners/Chico's FAS (4.9x, September 2023), JD Sports/Hibbett (6.2x, April 2024) and Dick's Sporting Goods/Foot Locker (6.4x, May 2025).
The DEFM14A's "Background of the Merger" section discloses that Guess? received an unsolicited non-binding proposal from WHP Global (through affiliate WHP Investments, LLC) on March 13, 2025 at $13.00 per share in cash, which would not have required majority-of-unaffiliated-stockholder approval. A Special Committee of independent, disinterested directors (chaired by Alex Yemenidjian) ran a process that, in addition to WHP and Authentic, contacted 36 potential bidders and executed NDAs with eight of them (four brand management companies, one strategic company, and three financial sponsors) but received no other actionable proposals; ultimately the Special Committee negotiated the transaction with Authentic and the Rolling Stockholders up to the final $16.75 per share.
Announcing the deal, Alex Yemenidjian, Chairman of the Guess? Board and the Special Committee, said the outcome was "the result of a thoughtful and independent review by the Special Committee" that "unanimously determined that the transaction with Authentic and the Rolling Stockholders is the best path forward for Guess?, providing Guess? shareholders with immediate and certain cash value at a compelling premium." Paul Marciano, Co-Founder and Chief Creative Officer, said joining "Authentic, the world's second largest licensor with a powerful lifestyle and entertainment platform, will enable us to build on this foundation and expand our reach as a global lifestyle brand." CEO Carlos Alberini said that as a private company "benefiting from the perspectives of a globally recognized licensing partner, Guess? will have enhanced flexibility to navigate today's complex operating environment and execute on a more targeted, long-term strategy." Jamie Salter, Founder, Chairman and CEO of Authentic, called Guess? "a powerhouse brand that has defined style and culture for over 40 years" and said Authentic has "tremendous respect for the Marcianos and their team."
Solomon Partners Securities, LLC acted as financial advisor to the Special Committee; Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor LLP acted as legal counsel to the Special Committee; O'Melveny & Myers LLP and Morris, Nichols, Arsht & Tunnell LLP acted as legal counsel to Guess?; Joele Frank served as strategic communications advisor. The Sage Group, LLC acted as financial advisor and Jones Day and Ropes & Gray LLP (the latter joining in May 2025) acted as legal counsel to the Rolling Stockholders. J.P. Morgan Securities LLC acted as financial advisor and Latham & Watkins LLP acted as legal counsel to Authentic. Kirkland & Ellis LLP represented WHP Global in its earlier, unsuccessful proposal.
The merger agreement included a termination fee payable by Guess? of $23,297,914, triggered by scenarios including termination to pursue a superior proposal or an Authentic termination following a change of Guess?'s recommendation, or failure to close by the August 20, 2026 outside date combined with a competing proposal. Closing was conditioned on Guess? stockholder approval requiring both a majority of all outstanding shares and a separate majority of disinterested (unaffiliated) stockholders under DGCL Section 144, Hart-Scott-Rodino clearance, and other customary regulatory approvals.
At a special meeting held November 21, 2025, Guess? stockholders approved the merger proposal: the statutory merger approval passed 41,501,758 for versus 484,707 against (81,029 abstaining), and the separate unaffiliated stockholder approval passed 14,296,425 for versus 484,707 against (81,029 abstaining), out of 24,946,401 disinterested shares entitled to vote. A related non-binding, advisory say-on-golden-parachute compensation proposal was also approved.
The merger closed on January 23, 2026. Per the closing 8-K, each outstanding Guess? share (other than excluded and rolled-over shares) was converted into the right to receive $16.75 in cash, all outstanding equity awards (options, RSUs, PSUs, RSAs) accelerated and were cashed out at the merger consideration (net of exercise price where applicable), and the Company IPCos became 51% owned by Authentic and 49% owned by the Rolling Stockholders, with the Surviving Corporation becoming a wholly-owned subsidiary of Parent and, indirectly, of certain Rolling Stockholders. Guess? requested suspension of NYSE trading prior to the open on January 23, 2026 and filing of a Form 25 to delist and deregister its shares, with Exchange Act reporting obligations to be suspended upon a subsequent Form 15 filing. In connection with closing, Guess? and U.S. Bank Trust Company, N.A., as trustee, entered into a First Supplemental Indenture governing the $351,947,000 of outstanding 3.75% Convertible Senior Notes due 2028, which gained fundamental-change conversion/repurchase rights as a result of the merger (make-whole conversion rate of 45.8732 shares per $1,000 of notes, implying $768.3761 in cash per $1,000 of notes converted during the make-whole period). Guess? also terminated related convertible note hedge and warrant transactions with certain option counterparties, under which those counterparties were to pay Guess? approximately $33 million and Guess? was to pay approximately $16 million to the counterparties.