Goodwin’s M&A team advised WHP Global on entering into a mutually transformative strategic partnership with Express, Inc. (NYSE: EXPR) to advance an omnichannel platform with potential for accelerated, long-term growth through the acquisition and operation of a portfolio of multiple brands. EXPR and WHP will also form an intellectual property partnership intended to scale the Express brand through new domestic category licensing and international expansion opportunities.
The intellectual property joint venture implies a total value of the Express brand’s intellectual property at approximately $400 million and will be 60% owned by WHP and 40% owned by the EXPR platform company. WHP will invest $235 million for its stake in the intellectual property joint venture and EXPR will contribute certain of its intellectual property assets in exchange for cash consideration. EXPR will enter into an exclusive long-term license agreement with multiple renewal options with the intellectual property joint venture to use the contributed intellectual property for EXPR’s existing business and will pay a royalty fee to the intellectual property joint venture. WHP will also make a common equity PIPE investment to acquire 5.4 million newly issued shares of EXPR at $4.60 per share, representing an approximate pro forma ownership of 7.4%.
The Goodwin team was led by Josh Zachariah and Kirkie Maswoswe, and included Michael Gomez, Andrew Berg, Udi Ben Ari, William Stanton, and Ziqian Tao (Corporate); James Riley, William Wilson, Jessica Rothstein, David Scott, Katharine Cummings, and Jesse Lambert (Intellectual Property); Janet Andolina and Leon Peschel (Tax); Finbarr Murphy, Sean Donahue, and Lauren Visek (Capital Markets); Michael Goldstein and Kizzy Jarashow (Financial Restructuring); and Simone Waterbury and Katherine Kissinger (Antitrust).
For more details, read the press release.