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April 14, 2014 1:53 PM

Business

The M&A Dealwatcher

Buyouts, mergers, public offerings, the sale of a big stake to an outsider--these are all existential focal points in the life of any company. Emotionally and financially charged moments, they are highly anticipated and often transformative. Later they will be...

Buyouts, mergers, public offerings, the sale of a big stake to an outsider--these are all existential focal points in the life of any company.

Emotionally and financially charged moments, they are highly anticipated and often transformative. Later they will be recalled by former executives and dissected by dealwatchers--ourselves included--with comments like "Everything went downhill when they sold out" or "They were nothing until so and so came in and whipped them into shape." Accordingly, the language that accompanies deals is almost always boilerplate, a stilted and boring recitation of virtues; something akin to a flowery speech at a wedding or hopeful talk at a bar mitzvah.

It's also an area of human endeavor where cliches rule.

"It's a real win-win," said Robert Wildrick, chairman of Jos. A. Bank Clothiers Inc., of the deal he'd struck to sell the men's wear retailer to The Men's Wearhouse Inc. for $1.8 billion, or $65 a share.

Most everyone liked the deal, which will create a men's wear giant with more than 1,700 stores with 23,000 employees. It was negotiated in the press and in private, and both boards signed off on it. And no insider who doesn't want to spend their life's savings on lawyers fees would say it was a bad deal if it were.

Even so, "win-win" is pretty stale.

More refreshing is the seat-of-his-pants Steve Madden, whose firm, Steven Madden Ltd., took over the high-end Brian Atwood business from The Jones Group Inc. (itself being sold to Sycamore Partners and broken into pieces).

"Brian Atwood is a premier designer and he's also American, which I love, although everybody gets upset when I say that," Madden said. "When you go to the floors at Barneys, there aren't many American designers. Brian is a Midwestern boy and he's brilliant. We like that."

The company also owns the intellectual property for the Betsey Johnson brand, and Madden relishes the opportunity to branch out further.

"I love adventure," said Madden, whose IPO is recounted in Martin Scorsese's The Wolf of Wall Street and led the footwear personality to a stint in prison.

If the market carries on the way it has been, there's always a chance there'll be some more colorful and heartfelt thoughts on the nature of bringing two businesses together. (Although it's the private equity companies that have much of the money--$1.07 trillion, estimates research firm Preqin--and the PE bigwigs tend to be big spenders, not big talkers.)

There was a chance that Tadashi Yanai, chairman and chief executive officer of Fast Retailing Co. Ltd., might have had something insightful to say if he would have bought J. Crew, bringing on board one of his retail heroes, Millard "Mickey" Drexler. But sources said Fast balked at the company's $5 billion price tag and J. Crew seems more likely to go for a Wall Street IPO with Goldman Sachs.

The best hope for a colorful flourish might well be Roberto Cavalli, who is said to be near a deal to sell his brand.

In February, while the designer's entourage did its best to keep him from making any comment about a possible sale, Cavalli spoke freely about celebrities getting paid to wear designer labels and showed his rhetorical chops: "I don't care to spend millions to dress Lady Gaga so that she can say she is wearing my clothes."

That's the kind of candor and forthrightness that's rare in the deal world.
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