Sycamore Looks to Acquire Remaining Express (EXPR) Shares

(Updated - June 12, 2014 5:28 PM EDT)

In a 13D filing on Express (NYSE: EXPR), hedge fund 1981 Investments disclosed a 9.89%, or 8,300,000 share, stake in the company. The firm did not hold shares at the end of the latest quarter ending March 31, 2014.

More from the filing:

On June 12, 2014, Sycamore Partners (“Sycamore”) sent a letter (the “June 12 Letter”) to the Board of Directors of the Issuer pursuant to which Sycamore expressed its interest, with the cooperation of the Issuer’s Board of Directors, in performing confirmatory due diligence to determine a definitive valuation of the Issuer in order to submit a binding, fully financed proposal to acquire all of the remaining common stock of the Issuer not owned by Sycamore. Any proposal to acquire the Issuer would be subject to the terms and conditions specified in the June 12 Letter, including without limitation, completion of confirmatory due diligence, execution and delivery of a definitive acquisition agreement, obtaining debt financing commitments and obtaining the necessary approval under the Hart-Scott-Rodino Act. The foregoing description of the June 12 Letter is qualified in its entirety by reference to the full text of the June 12 Letter.

The Reporting Persons will seek to engage with representatives of the Issuer and its advisors to discuss the proposal set forth in the June 12 Letter. In addition, the Reporting Persons may engage in discussions with the Issuer’s management, members of the Issuer’s Board of Directors, other stockholders of the Issuer and other relevant parties concerning the business, assets, capitalization, financial condition, operations, management, governance, strategy and future plans of the Issuer, which discussions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. There can be no assurance as to the outcome of any of the discussions referred to in this Schedule 13D.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board of Directors, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Common Stock or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

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