공지 • Jan 23
Authentic Brands Group, LLC, Co-Founders Maurice Marciano, Paul Marciano, Nicolai Marciano, and Chief Executive Officer Carlos Alberini and certain of their respective trusts, foundations and affiliates of Guess?, Inc. acquired Guess?, Inc. (NYSE:GES).
Authentic Brands Group, LLC, Co-Founders Maurice Marciano, Paul Marciano, Nicolai Marciano, and Chief Executive Officer Carlos Alberini and certain of their respective trusts, foundations and affiliates of Guess?, Inc. signed a definitive agreement to acquire Guess?, Inc. (NYSE:GES) for approximately $930 million on August 20, 2025. A cash consideration valued at $16.75 per share will be paid by Authentic Brands Group, LLC and the management. As part of consideration, an undisclosed value is paid towards common equity of Guess?, Inc, representing a premium of approximately 73% to Guess?’s unaffected closing common stock price on March 14, 2025. The Rolling Stockholders have agreed to roll over their shares of common stock and incentive equity of Guess? in connection with, and vote their shares of common stock in favor of, the proposed merger and the other transactions contemplated by the Merger Agreement, with such voting obligation terminating if the Merger Agreement is validly terminated, including in connection with a superior proposal. The transaction is not subject to a financing condition. The transaction will be financed through a combination of rollover equity by the Rolling Stockholders and cash commitments by Authentic. The anticipated total consideration necessary to complete the Merger, including to pay all associated costs and expenses of the Merger, will be approximately $1.475 billion. These amounts are expected to be funded by available cash on hand, including cash on hand of Authentic used to fund the Investor Loans (as defined below), Authentic’s existing debt financing arrangements (including securing incremental or other indebtedness permitted under such existing debt financing arrangements), and the value of the Rollover Shares. The Merger Agreement allows termination under specific conditions: (i) mutual consent; (ii) if not completed by August 20, 2026; (iii) failure to obtain the Requisite Company Vote; (iv) legal prohibitions; and (v) breaches by either Guess or Authentic that affect closing conditions, subject to a cure period. Guess can terminate for a Superior Proposal, and Authentic can terminate if Guess changes its recommendation. If terminated under certain conditions, Guess must pay Authentic a $23.29 million termination fee.
The transaction is subject to satisfaction or waiver of regulatory and other customary conditions, including approval by the holders of a majority of Guess?’s outstanding common stock and a majority of the votes cast by the unaffiliated stockholders of Guess?. The Guess? Board of Directors, with Paul Marciano and Carlos Alberini recusing themselves, unanimously approved the proposed transaction upon the unanimous recommendation of the Special Committee of independent and disinterested directors that led the review and negotiation of this transaction. The transaction is expected to close in the fourth quarter of Guess?’s 2026 fiscal year. On October 27, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Merger expired. As of November 21, 2025, Guess?, Inc stockholders approved the deal.
Solomon Partners, LP acted as financial advisor for Guess?, Inc. Adam M. Turteltaub, Amanda M. Burke and Tariq Mundiya of Willkie Farr & Gallagher LLP are acting as legal counsel to the Special Committee of Guess?, Inc. Young Conaway Stargatt & Taylor, LLP acted as legal advisor for Guess?, Inc. John Laco, Dan Petrocelli, Shelly Heyduk, Adam Ackerman, Brad Finkelstein, and Jeff Walbridge of O'Melveny & Myers LLP acted as legal advisor for Guess?, Inc. Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor for Guess?, Inc. J.P. Morgan Securities LLC acted as financial advisor for Authentic Brands Group, LLC. Michael Anastasio, Ian Nussbaum, Michael Vardanian, and Matthew Villar, oseph Kronsnoble of Latham & Watkins LLP acted as legal advisor for Authentic Brands Group, LLC. The Sage Group, LLC is acting as financial advisor and Andy Levine and Braden McCurrach of Jones Day and Erica Han,Tara Fisher and Christopher Comeau of Ropes & Gray LLP are acting as legal counsel to the Rolling Stockholders. Joele Frank is serving as strategic communications advisor. Andy Levine, Braden McCurrach and Julia Feldman and Ann Bomberger of Jones Day acted as legal advisor to the co-founders and Chief Executive Officer of Guess?, Inc. The Sage Group is serving as exclusive financial advisor to the Marciano family and Carlos Alberini. Wohl & Fruchter LLP acted as fairness opinion provider to Authentic Brands Group. Judith Raijmakers, Dominique Meili, Nicolas Wehrli, Gilles Pitschen, Marco Toni of Loyens & Loeff and Willem Liedenbaum, Esmee de Bos, Wijnand Peelen, Eva Luna de Boer, Floris Hekkens, Paul de Vries, Marijn van Horen, Sabine Gerlofs, Jeroen Vossenberg, Derk von Saher, Anouk Boutens, Myrthe Prinsze, Joep Meester, Jeroen van Mourik, Lars Bakker, Thomas de Weerd, Marco Moeskops and Lucy de Graaf of Houthoff Buruma New York act as legal advisor for Authentic Brands Group, LLC.
Authentic Brands Group, LLC, Co-Founders Maurice Marciano, Paul Marciano, Nicolai Marciano, and Chief Executive Officer Carlos Alberini and certain of their respective trusts, foundations and affiliates of Guess?, Inc. completed the acquisition of Guess?, Inc. (NYSE:GES) on January 23, 2026. Authentic now owns 51% of substantially all Guess? intellectual property, and existing Guess? shareholders, Maurice Marciano, Paul Marciano, Nicolai Marciano and Carlos Alberini and certain of their respective trusts, foundations and affiliates (collectively, the “Rolling Shareholders”), now own 49% of all Guess? intellectual property. Current Guess? management now owns 100% of the operating company and will continue to run the operating business.
