Sycamore Partners Management, L.P. entered into a definitive agreement to acquire Chico's FAS, Inc. (NYSE:CHS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for approximately $990 million on September 7, 2023. Under the terms of the agreement, Chico's FAS shareholders will receive $7.60 per share in cash. Upon completion of the transaction, Chico's FAS will become a privately held company. The definitive agreement includes a 30-day "go-shop" period that will expire at 11:59 PM ET on October 27, 2023, which permits Chico's FAS and its financial advisor to actively solicit and consider alternative acquisition proposals. Upon completion of the transaction, Chico's FAS will become a privately held company and Chico's FAS common stock will no longer be listed on the New York Stock Exchange. In case of termination under certain circumstances, CHS will be required to pay Sycamore a termination fee of $29,956,324 (which may be reduced to $14,978,162 in certain circumstances if such termination occurs prior to the No-Shop Period Start Date) and Sycamore may be required to pay CHS a termination fee of $39,941,765. Also on September 27, 2023, in connection with the execution of the Merger Agreement, Sycamore Partners III, L.P. and Sycamore Partners III-A, L.P. delivered to Sycamore, an Equity Commitment Letter pursuant to which Sycamore Partners III, L.P. and Sycamore Partners III-A, L.P. have committed to invest in Sycamore directly or indirectly, the cash amounts set forth therein for the purpose of funding, among other items, the full amount of the aggregate consideration to be paid to CHS's shareholders in connection with the Merger.

The transaction is subject to customary closing conditions and approvals, including approval by Chico's FAS shareholders, regulatory approval and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Transaction is approved unanimously by the Chico's FAS Board of Directors. Sycamore's board also approved the transaction. As per the filling on January 5, 2024, Chico's FAS shareholders approved the transaction. The transaction is expected to close by the end of the first calendar quarter of 2024.

Scott Barshay, Laura C. Turano, Cristina Amodeo, Caith Kushner, Christodoulos Kaoutzanis, Patricia Vaz de Almeida, Jarrett R. Hoffman, Sasha Belinkie, Claudine Meredith-Goujon, Joshua H. Soven, Peter Jaffe, Steven C. Herzog, Robert Holo, Peter E. Fisch, Marta P. Kelly and William J. O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as legal advisors and due diligence provider. Sean D. Rodgers, David B. Feirstein, Michael S. Amalfe, James B. Dickson, Judson A. Oswald and Mikaal Shoaib of Kirkland & Ellis LLP acting as legal advisors and due diligence provider to Sycamore Partners. Solomon Partners Securities, LLC acted as financial advisor and fairness opinion provider to the board of Chico's FAS. Solomon Partners will receive $3.0 million, which was payable upon the delivery by Solomon Partners of its opinion to board and approximately $12.8 million, which is contingent upon the closing of the Merger. Innisfree M&A Incorporated acted as proxy solicitor to Chico's FAS and Innisfree will receive an estimated fee of $25,000. American Stock Transfer & Trust Company, LLC acted as transfer agent to Chico's FAS. UBS Investment Bank acted as financial advisor to Sycamore Partners.

Sycamore Partners Management, L.P. completed the acquisition of Chico's FAS, Inc. (NYSE:CHS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on January 5, 2024.