Sycamore Partners to Acquire Hot Topic

Related: Hot Topic, Sycamore Partners

Hot Topic, Inc. and Sycamore Partners announced that they have entered into a definitive agreement pursuant to which Sycamore Partners will acquire Hot Topic for $14.00 per share in cash, or a total of approximately $600 million. The agreement, which has been unanimously approved by Hot Topic's Board of Directors, represents a premium of approximately 30% over Hot Topic's closing stock price on March 6, 2013.

Lisa Harper, Chief Executive Officer and Chairman of the Board of Hot Topic, said, "We are pleased that this transaction will allow us to deliver positive results for our shareholders. In addition, we are very excited about the future growth for the company and know that Sycamore Partners will provide great resources and expertise to us as we operate as a Private company."

"We are excited to partner with the Hot Topic management team and all of its talented and passionate employees," said Stefan Kaluzny, Managing Director of Sycamore Partners. "We look forward to supporting the Company's continued growth."

The transaction, which is structured as a one-step merger with Hot Topic as the surviving corporation, is subject to customary closing conditions, including receipt of shareholder and regulatory approvals. The transaction requires the affirmative vote of holders of a majority of the Company's outstanding shares, which will be sought at a special meeting of shareholders.

In connection with the merger agreement, Lisa Harper and Becker Drapkin Management LP, holders of 8.9% of the Company's stock, each signed customary support agreements indicating they would support the proposed transaction.

Guggenheim Securities is acting as financial advisor to Hot Topic in connection with the transaction. Cooley LLP is acting as Hot Topic's legal advisor. BofA Merrill Lynch is acting as financial advisor to Sycamore Partners and Winston & Strawn LLP and the Law Offices of Gary M. Holihan, P.C. are acting as its legal counsel.

About Hot Topic

Hot Topic, Inc. is a mall and web based specialty retailer operating the Hot Topic and Torrid concepts, as well as a new test retail concept, Blackheart. Hot Topic offers music/pop culture-licensed and music/pop culture-influenced apparel, accessories, music and gift items for young men and women. Torrid retails on-trend fashion apparel, lingerie and accessories inspired by and designed to fit the young, voluptuous woman who wears size 12 and up. Blackheart offers an expanded collection of dark, edgy, sexy lingerie, accessories and beauty products. As of February 2, 2013, the Company operated 618 Hot Topic stores in all 50 states, Puerto Rico and Canada, 190 Torrid stores, 5 Blackheart stores, and Internet stores hottopic.com, torrid.com and blackheartlingerie.com.

About Sycamore Partners

Sycamore Partners is a Private equity firm based in New York specializing in consumer and retail investments. The firm has more than $1 billion in capital under management. The founders of Sycamore have a long history of partnering with management teams to improve the operating profitability and strategic value of their businesses. They work with companies they believe have significant growth potential, particularly when given the capital and outside expertise they need to succeed. For more information, please visit www.sycamorepartners.com.

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