Shoe Merger Comes Untied

Battle between Genesco and Finish Line is tentatively resolved out of court, breaking off their $1.5-billion deal.
Stephen TaubMarch 3, 2008

Shoe companies Genesco Inc. and The Finish Line reached a settlement — terminating both their merger agreement and the financial commitment that Finish Line had with UBS.

The parties asked for a delay in the start of a solvency trial in New York federal court today, to allow the agreements to be completed. The delay was granted, so that boards of Genesco and Finish Line could reach a final agreement and present it for court approval on Tuesday.

Previously, Genesco had sought a Tennessee Chancery Court to order Finish Line to complete the acquisition.

Under the terms of the anticipated settlement terminating the Genesco-Finish line deal and the financing for it, UBS and Finish Line will pay Genesco a total of $175 million in cash along with shares of Finish Line common stock equal to 12 percent of Finish Line’s outstanding shares of stock after the shares are issued. Genesco and Finish Line would then enter into a mutual standstill agreement.

Last June, Finish Line agreed to acquire Genesco, a shoe and clothing retailer, for about $1.5 billion. But in September Finish Line said it had received two letters from UBS that raised concerns about Genesco’s financial performance, and said that UBS had decided to defer any further work on the closing of the deal pending the results of its analyses of Genesco’s financial condition.

Two weeks later, Genesco filed a suit in Tennessee Chancery Court seeking an order requiring Finish Line to complete its acquisition. Finish Line responded by asserting that it had complied with its obligations under the sale agreement, but that its requests to Genesco for financial and other information and for access to Genesco’s CFO and financial staff had not been met.

In late December, Genesco reported that the Chancery Court had ordered Finish Line to complete the agreed-upon acquisition. At that time the court also declared that Finish Line was not entitled to invoke termination procedures of the merger agreement.

After the tentative settlement was disclosed today, some discord arose among Genesco investors, however. QVT Financial LP, identifying itself as the company’s largest shareholder, issued a statement saying that it “strenuously opposes the proposed settlement between Genesco, The Finish Line, and UBS and urges Genesco’s board of directors to reject the settlement.” QVT said that it believed the settlement was not in the best interests of Genesco’s investors, and that board approval “would be a breach of the directors’ fiduciary duties to shareholders.” QVT sought to meet with the Genesco board to explain QVT’s views.