News Feed Item

Mill Road Capital and Blackstone Announce Completion of Going Private Acquisition of R. G. Barry Corporation

PICKERINGTON, Ohio, Sept. 4, 2014 /PRNewswire/ -- Mill Road Capital ("Mill Road"), a private investment firm focused on investing in publicly traded micro-cap companies, and funds affiliated with Blackstone Tactical Opportunities ("Blackstone"), today announced the completion on September 3, 2014 of the going private transaction contemplated by the previously announced Agreement and Plan of Merger, dated May 1, 2014 involving the acquisition of R.G. Barry Corporation ("R.G. Barry" or the "Company") by affiliates of Mill Road Capital and Blackstone.  As a result of the merger, R.G. Barry will become a private company and, as of today, its common shares (NASDAQ: DFZ) will no longer be publicly traded.

Mill Road Capital initially took a position in R.G. Barry's common shares in January 2008.  Over the years leading up to Mill Road's September, 2013 offer to acquire 100% of R.G. Barry, Mill Road had accumulated 1,093,189 shares of R.G. Barry, an approximately 9.8% ownership stake.

Blackstone is participating as an equity investor in the transaction alongside Mill Road Capital.  R.G. Barry is now approximately 50%-owned by Mill Road Capital and 48%-owned by Blackstone, with the remaining 2% held by a consortium of institutional investors.

Scott Scharfman, a Managing Director of Mill Road Capital, stated, "We have been a public shareholder of R.G. Barry for many years, and are excited to welcome the new privately-held R.G. Barry to the Mill Road family.  We look forward to working with the great team at R.G. Barry and with Blackstone to start an exciting new chapter in R.G. Barry's history."

Naveen Bhatia of Blackstone Tactical Opportunities added, "We believe that under a new, private ownership structure, R.G. Barry can be more flexible and will be better able to implement and execute its long-term strategic plan, including its ongoing acquisition efforts, in order to build value for the future.  We are pleased to collaborate with the terrific team at Mill Road Capital in this transaction and with the first-rate management team and associates of R.G. Barry in the next phase of growth of the Company."

"This is a great outcome for our public stockholders and for R.G. Barry," said Greg Tunney, R.G. Barry's President and Chief Executive Officer. "Whether it is developing and improving our existing brands or adding new accessory labels to our portfolio, our agility, access to capital and sense of immediacy has multiplied many times today with the tremendous resources and expertise available to us from our new investors Mill Road and Blackstone."

Under the terms of the Merger Agreement, which was approved by R.G. Barry's shareholders at a special meeting held on September 3, 2014, each of R.G. Barry's common shares has been cancelled and converted into the right to receive $19.00 in cash, without interest and less any applicable withholding taxes, except for shares held by (i) R.G. Barry and certain affiliates of Mill Road or their subsidiaries, or (ii) a shareholder who has demanded, perfected and not withdrawn or otherwise lost such holder's demand for appraisal under Ohio law.  R.G. Barry shareholders of record as of the effective time of the merger that are entitled to receive such consideration for their shares will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration; shareholders should wait to receive the letter of transmittal before surrendering their share certificates.

In addition to de-listing from the NASDAQ Global Select Market, R.G. Barry has filed a Form 15 with the SEC, terminating its public reporting obligations under the Securities Exchange Act of 1934, as amended.  As a result, R.G. Barry is no longer required to file certain reports and forms (including Form 10-K, Form 10-Q and Form 8-K) with the SEC.

Golub Capital arranged the debt financing in support of the merger.  Katten Muchin Rosenman LLP provided legal counsel to Golub Capital. Mill Road Capital was advised by Foley Hoag LLP, its legal counsel.  Blackstone was advised by its legal counsel, Paul Hastings LLP.  R.G. Barry was advised by Peter J. Solomon Company, L.P., its financial advisor, and Vorys, Sater, Seymour and Pease LLP, its legal counsel.

About Mill Road Capital

Mill Road Capital is a private investment firm focused on investing in and partnering with publicly traded micro-cap companies in the U.S. and Canada. The firm has flexible, long-term capital with the ability to purchase shares in the open market, buy large block positions from existing shareholders, provide capital for growth or acquisition opportunities, or execute going-private transactions. The firm has raised approximately $670 million of aggregate equity capital commitments.  More information can be found at http://www.millroadcapital.com.

About Blackstone

Blackstone's Tactical Opportunities business employs an opportunistic, multi-asset class investment strategy focused on special situations investments.  Tac Opps seeks to invest globally in opportunities throughout the capital structure.  The strategy leverages the deep synergies and experience that exist across Blackstone's leading alternative asset and advisory platform to generate attractive opportunities.   

Blackstone is one of the world's leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our asset management businesses, with almost $300 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Blackstone also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.

About R.G. Barry

R.G. Barry creates and markets great accessories brands and fashionable, solution-oriented products that make life better. Its primary brands include: Dearfoams slippers (dearfoams.com); baggallini handbags, totes and travel accessories (baggallini.com); and Foot Petals premium insoles and comfort products (footpetals.com). To learn more, please visit rgbarry.com.    

SOURCE R. G. Barry Corporation

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
Major trends and emerging technologies – from virtual reality and IoT, to Big Data and algorithms – are helping organizations innovate in the digital era. However, to create real business value, IT must think beyond the ‘what’ of digital transformation to the ‘how’ to harness emerging trends, innovation and disruption. Architecture is the key that underpins and ties all these efforts together. In the digital age, it’s important to invest in architecture, extend the enterprise footprint to the cl...
Governments around the world are adopting Safe Harbor privacy provisions to protect customer data from leaving sovereign territories. Increasingly, global companies are required to create new instances of their server clusters in multiple countries to keep abreast of these new Safe Harbor laws. Is it worth it? In his session at 19th Cloud Expo, Adam Rogers, Managing Director of Anexia, Inc., will discuss how to keep your data legal and still stay in business.
SYS-CON Events announced today that MathFreeOn will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. MathFreeOn is Software as a Service (SaaS) used in Engineering and Math education. Write scripts and solve math problems online. MathFreeOn provides online courses for beginners or amateurs who have difficulties in writing scripts. In accordance with various mathematical topics, there are more tha...
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
@ThingsExpo has been named the Top 5 Most Influential Internet of Things Brand by Onalytica in the ‘The Internet of Things Landscape 2015: Top 100 Individuals and Brands.' Onalytica analyzed Twitter conversations around the #IoT debate to uncover the most influential brands and individuals driving the conversation. Onalytica captured data from 56,224 users. The PageRank based methodology they use to extract influencers on a particular topic (tweets mentioning #InternetofThings or #IoT in this ...
@ThingsExpo has been named the Top 5 Most Influential M2M Brand by Onalytica in the ‘Machine to Machine: Top 100 Influencers and Brands.' Onalytica analyzed the online debate on M2M by looking at over 85,000 tweets to provide the most influential individuals and brands that drive the discussion. According to Onalytica the "analysis showed a very engaged community with a lot of interactive tweets. The M2M discussion seems to be more fragmented and driven by some of the major brands present in the...
Successful transition from traditional IT to cloud computing requires three key ingredients: an IT architecture that allows companies to extend their internal best practices to the cloud, a cost point that allows economies of scale, and automated processes that manage risk exposure and maintain regulatory compliance with industry regulations (FFIEC, PCI-DSS, HIPAA, FISMA). The unique combination of VMware, the IBM Cloud, and Cloud Raxak, a 2016 Gartner Cool Vendor in IT Automation, provides a co...
In the next forty months – just over three years – businesses will undergo extraordinary changes. The exponential growth of digitization and machine learning will see a step function change in how businesses create value, satisfy customers, and outperform their competition. In the next forty months companies will take the actions that will see them get to the next level of the game called Capitalism. Or they won’t – game over. The winners of today and tomorrow think differently, follow different...
In an era of historic innovation fueled by unprecedented access to data and technology, the low cost and risk of entering new markets has leveled the playing field for business. Today, any ambitious innovator can easily introduce a new application or product that can reinvent business models and transform the client experience. In their Day 2 Keynote at 19th Cloud Expo, Mercer Rowe, IBM Vice President of Strategic Alliances, and Raejeanne Skillern, Intel Vice President of Data Center Group and ...
"Avere Systems is a hybrid cloud solution provider. We have customers that want to use cloud storage and we have customers that want to take advantage of cloud compute," explained Rebecca Thompson, VP of Marketing at Avere Systems, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Virgil consists of an open-source encryption library, which implements Cryptographic Message Syntax (CMS) and Elliptic Curve Integrated Encryption Scheme (ECIES) (including RSA schema), a Key Management API, and a cloud-based Key Management Service (Virgil Keys). The Virgil Keys Service consists of a public key service and a private key escrow service. 

Apache Hadoop is a key technology for gaining business insights from your Big Data, but the penetration into enterprises is shockingly low. In fact, Apache Hadoop and Big Data proponents recognize that this technology has not yet achieved its game-changing business potential. In his session at 19th Cloud Expo, John Mertic, director of program management for ODPi at The Linux Foundation, will explain why this is, how we can work together as an open data community to increase adoption, and the i...
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
The Internet of Things (IoT), in all its myriad manifestations, has great potential. Much of that potential comes from the evolving data management and analytic (DMA) technologies and processes that allow us to gain insight from all of the IoT data that can be generated and gathered. This potential may never be met as those data sets are tied to specific industry verticals and single markets, with no clear way to use IoT data and sensor analytics to fulfill the hype being given the IoT today.