US-based Authentic Brands Group has completed a transaction to take US retailer Guess? private and acquire a majority stake in its intellectual property.
The transaction removed the company from public markets and restructured ownership of its assets.
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Under the agreement, Authentic acquired 51% of substantially all of Guess?’s intellectual property while existing shareholders retained the remaining 49%.
Carlos Alberini and Maurice, Paul and Nicolai Marciano became rolling shareholders in the intellectual property holding companies, along with certain related trusts, foundations and entities.
Authentic founder, chairman and CEO Jamie Salter said: “What makes Guess? compelling is the strength of the foundation already in place, from its exceptional leadership and iconic heritage to its vast network of licensing partners around the world.”
Guess? management now controls 100% of the operating business, which will continue to be overseen by the current leadership team.
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By GlobalDataThe deal was completed through a merger in which Glow Merger Sub 1 was absorbed into Guess?, leaving the brand as a wholly owned subsidiary of Glow Holdco 1.
Glow Merger Sub 1 was established specifically to enable the acquisition and privatisation of Guess? (GES).
Glow Holdco 1 described in official filings as “Parent”, is a Delaware corporation and now the sole owner of Guess?.
Following completion, Guess?’s shares stopped trading on the New York Stock Exchange, and the company intends to end its US public reporting obligations after required regulatory submissions.
Public shareholders received the right to $16.75 in cash for each share, excluding stock held by Authentic and rolling shareholders, which was cancelled without payment.
Outstanding equity awards – including options, restricted stock units and performance-based grants – were accelerated and converted into cash at the same price, subject to tax deductions.
Guess? also amended the indenture governing its 3.75% convertible senior notes due 2028, with the merger classified as a fundamental change.
Holders can demand repurchase of the notes at par plus accrued interest by 23 February 2026 or convert them into cash at a rate equal to $768.37 for every $1,000 in principal.
Guess? co-founder and CEO Paul Marciano said: “I’m incredibly proud of the iconic fashion brand we’ve built over the last 45 years. Guess? has become a worldwide leader in fashion, and joining Authentic’s outstanding platform, portfolio and track record of success will enable us to build on this incredible foundation and take our brand to the next level.”
Separately, the group agreed to unwind certain hedge and warrant arrangements linked to the notes, resulting in anticipated net payments between Guess? and counterparties of approximately $17m.
