Orange County Business Journal

TPG’s Lastest Bid: $713.7M for Billabong

Kari Hamanaka Tuesday, July 24, 2012

The parent of Irvine-based Billabong USA has received a third offer from private equity firm TPG Capital Partners LP.

Billabong sells action-sports apparel, shoes and accessories under its namesake brand, RVCA, Element and Von Zipper among others.

Ft. Worth-based TPG saw two prior offers to acquire Australia-based Billabong International Ltd. rejected earlier this year. It is proposing to buy the company through a takeover process known as a “court-approved scheme of arrangement” in Australia.

TPG is offering $713.7 million in U.S. dollars for Billabong. That comes to a per-share price of $1.49 for 479 million shares outstanding.

TPG offered $825.3 million in February, and followed with a bid of $909.2 million a few weeks later.

Billabong rebuffed both offers, with the second time resulting in a letter to the board of directors written by an attorney on behalf of founder, board member and major shareholder Gordon Merchant and fellow director Colette Paull, who valued the company at a minimum of $1.1 billion. Merchant has a 15% stake in the company.

Merchant told an Australian newspaper last month that he would now consider offers for Billabong below $1.1 billion.

The current offer of $713.7 million from TPG is subject to due diligence and a number of other conditions, including unanimous board approval and Billabong retaining its current brand portfolio.

The TPG plan allows for Merchant and Paull to roll all or part of their shares into the company.

TPG has reached conditional agreements for the purchase of some shares with several big Billabong shareholders, including Colonial First State Investment Ltd. and Perennial Value Management Ltd., which have 9.7% and 13.7% stakes, respectively. TPG would acquire a combined 14.5% of Billabong under those conditional agreements.

Billabong’s retail and wholesale businesses have been challenged by weak sales and heavy discounting.

Billabong USA President Paul Naude, who had previously overseen the company’s North American operations, recently added South American duties and the new title of president of the Americas.

That announcement came at the same time Billabong International named Launa Inman managing director and chief executive of the company to replace former Chief Executive Derek O’Neill.

Billabong sold Encinitas-based watch and accessories company Nixon Inc. in February to New York-based private equity firm Trilantic Capital Management LLC. The deal valued Nixon at $464 million and provided Billabong with about $285 million to be used toward the repayment of its debt.

Billabong raised $234.4 million through a plan announced in June to sell new shares with the proceeds also targeted for the reduction of the company’s debt.