SCHEDULE 13D: Guess? Insiders Form Group to Explore Potential WHP Global Acquisition

Key Guess? executives and founders, Paul Marciano, Maurice Marciano, and Carlos Alberini, have formed a reporting group to engage in discussions regarding a potential acquisition of the company by WHP Global, while affirming their intent to remain long-term stockholders.

Summary

• Paul Marciano, Maurice Marciano, and Carlos Alberini (the "Reporting Persons") have jointly filed a Schedule 13D, indicating they may be deemed a 'group' under Section 13(d)(3) of the Securities Exchange Act of 1934.
• The filing is prompted by a non-binding proposal received on March 13, 2025, from WHP Global to acquire all outstanding shares of Guess?, Inc. Common Stock not held by the Reporting Persons.
• Guess?, Inc. has formed a Special Committee of independent and disinterested directors to evaluate the WHP Global proposal and any alternative transactions.
• On March 27, 2025, the Special Committee consented, with certain restrictions, to the Reporting Persons engaging in discussions among themselves and with Special Committee-approved third parties regarding a Potential Transaction.
• The Reporting Persons have not entered into any definitive agreement but intend to continue discussions concerning a Potential Transaction, including their potential participation.
• As of April 2, 2025, the Reporting Persons collectively beneficially own 22,241,308 shares of Common Stock, representing 42.1% of the Issuer's outstanding shares (assuming exercise of all rights to acquire shares within 60 days).
• Paul Marciano beneficially owns 19,540,923 shares (37.7%), Maurice Marciano beneficially owns 4,947,179 shares (9.6%), and Carlos Alberini beneficially owns 2,417,185 shares (4.6%). Note that there is overlap in shared beneficial ownership between Paul and Maurice Marciano.
• The Reporting Persons intend to remain long-term stockholders of Guess?, Inc., regardless of the outcome of their consideration of any Potential Transaction.
• The filing also references Amended and Restated Voting Agreements dated March 28, 2024, between Paul Marciano, Maurice Marciano, and the Issuer, which adjusted voting limits due to the Issuer's share repurchase program announced on April 1, 2024.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the potential for a strategic transaction that could benefit shareholders, coupled with the commitment of key insiders to remain long-term stockholders. However, the non-binding nature of the proposal and the inherent uncertainties of M&A discussions temper the overall sentiment.

Positives

• The potential for a strategic transaction, such as an acquisition by WHP Global, could unlock shareholder value.
• The formation of a Special Committee of independent directors ensures a structured and objective evaluation process for the proposal.
• The Reporting Persons, who are significant insiders, have expressed their intent to remain long-term stockholders, signaling continued commitment to the company's future.

Negatives

• The proposal from WHP Global is non-binding, and there is no assurance that any definitive agreement or transaction will result.
• The discussions are subject to restrictions and limitations imposed by the Special Committee, which could affect the Reporting Persons' flexibility.
• The potential for delisting from the New York Stock Exchange is mentioned as a possible outcome of a transaction, which could impact liquidity for public shareholders.

Risks

• There is no assurance that the discussions regarding a Potential Transaction will lead to any definitive agreement, transaction, or strategic alternative.
• The outcome of any Potential Transaction could include an acquisition of additional securities, an extraordinary corporate transaction (such as a merger), delisting of the Common Stock from the New York Stock Exchange, or other material changes in the Issuer's business or corporate structure.
• The Reporting Persons may change their intentions or terminate discussions at any time, leading to uncertainty for investors.

Future Outlook

The Reporting Persons intend to continue engaging in discussions regarding a potential transaction, which may include an acquisition of additional securities, an extraordinary corporate transaction (such as a merger), delisting of the Common Stock, or other material changes to the Issuer's business or corporate structure. They will regularly review their investments and may increase or decrease their positions in the future, including through open market or private transactions, or by entering into hedging arrangements. There is no guarantee that any definitive agreement or transaction will occur.

Management Comments

• "The Reporting Persons have engaged and intend to continue to engage in discussions regarding a Potential Transaction, including the participation by the Reporting Persons therein."
• "The Reporting Persons intend to remain as long-term stockholders, regardless of the outcome of their consideration of any Potential Transaction."
• "The Reporting Persons will, directly or indirectly, take such additional steps as they may deem appropriate with respect to any Potential Transaction and to otherwise support the Reporting Persons' investments in the Issuer."

Industry Context

This announcement reflects ongoing M&A interest within the retail and apparel sector, where companies may explore strategic alternatives to enhance shareholder value or adapt to evolving market conditions. The involvement of a brand management firm like WHP Global suggests a potential strategy focused on brand licensing and expansion, a common trend in the industry.

Corporate Governance

Related Party Transactions

• The Joint Filing Agreement among Paul Marciano, Maurice Marciano, and Carlos Alberini to file jointly as a group regarding their beneficial ownership.
• The Amended and Restated Voting Agreements between Paul Marciano, Maurice Marciano (significant shareholders and former/current executives), and the Issuer, which govern their voting rights.

Stakeholder Impact

• Shareholders: Potential for a premium acquisition offer, but also risk of no deal or delisting. The formation of a special committee aims to protect their interests.
• Employees: Potential for changes in corporate structure or operations if a transaction occurs, which could impact employment.
• Management (Reporting Persons): Directly involved in discussions and decision-making regarding the company's future, with a stated intent to remain long-term stockholders.
• Creditors: Potential changes in company ownership or structure could indirectly affect credit risk, though not explicitly detailed.

Next Steps

• Continued engagement in discussions among the Reporting Persons and with the Special Committee and approved third parties regarding a Potential Transaction.
• Evaluation of the WHP Global proposal and any alternatives by the Special Committee.
• Potential execution of definitive transaction documentation if an agreement is reached.
• Possible acquisition or disposition of additional securities by the Reporting Persons, or entry into hedging transactions, based on market conditions and strategic considerations.

Key Dates

Keywords

Guess Inc, WHP Global, Acquisition Proposal, Schedule 13D, Beneficial Ownership, Special Committee, Corporate Governance, Paul Marciano, Maurice Marciano, Carlos Alberini, SEC Filing, Insider Ownership, Merger, Delisting