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American Apparel’s Anti-IPO

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A funny thing happened last night, as we were putting the finishing touches on a story slated for our February issue. The piece, which will discuss specified purpose acquisition companies or SPACs, suddenly became more interesting when two time Inc. 500 alum American Apparel announced that it would go public by merging with one.

SPACs—publicly traded shell companies that raise money with the hope of buying a private company—have become an increasingly popular way to go public without an IPO. In American Apparel's case, the SPAC was Endeavor Acquisition Corp., an AMEX-traded shell that had been hoping to acquire a service business.

The terms of the deal are in this release, but here's a quick overview: If Endeavor's shareholders agree, American Apparel will come out of the deal with $120 million in capital, which it could use to expand its retail and manufacturing operations and to pay down $110 million in debt. Founder Dov Charney, a controversial entrepreneur who Inc. profiled back in 2005, should profit handsomely as well and is expected to remain CEO of the new public company. He is set to grab stock worth around $250 million. In keeping with Charney's penchant for paying his workers handsomely (and for trumpeting such benevolence), the merger announcement notes that the company will set aside stock for employees worth some $20 million.

SPACs are hot right now—and not just because Charney's hip brand is merging with one. But they're a controversial vehicle that has been subject to intense regulatory scrutiny. Perhaps more importantly, they require shareholder approval, which, as you'll learn if you read our story this coming February, is no walk in the park. I'm curious to see how Charney, who is said to posses an uncanny ability as a salesman, will do at convincing a slew of institutional investors to approve his deal.

I also wonder if American Apparel, a company defined by advertisements that seem to verge on the pornographic, is ready for this. Charney has succeeded brilliantly by using his rather outrageous personality to keep his brand edgy. But if American Apparel is as big—and as closely scrutinized—as competitors like Abercrombie and Gap, can it still be as hip?

In other words, can scrappy, entrepreneurial types like Charney succeed on Wall-Street without changing?

Last updated: Dec 19, 2006




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