Herter & Co. advises Tom Tailor Holding AG on the financing of EUR 450,000,000 BRIDGE, TERM, REVOLVING AND GUARANTEE FACILITIES to support the acquisition of Bonita (Kopie)

20. Juni 2012

(See also press release from Tom Tailor: TOM TAILOR Holding AG Acquires BONITA and Enters an Attractive New Market Segment)

On June 20, Tom Tailor Holding AG (“Tom Tailor”) signed EUR 450 million syndicated loan facilities to support the acquisition of Bonita and to refinance the existing syndicated loan facilities put in place in February 2012.

Tom Tailor was advised by Herter & Co. and has mandated BNP Paribas, Commerzbank Aktiengesellschaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, IKB Deutsche Industriebank AG and UniCredit Bank AG to arrange and underwrite the facilities.

The new financing includes EUR 100 million of bridge loans, which are not being syndicated. The syndicated facilities comprise a EUR 100 million amortising term loan, a EUR 125 million revolving credit facility as well as a EUR 125 million guarantee facility and
have a 3 year maturity with 2 one year extension options at the lenders discretion(3+1+1).

Following the acquisition, the leverage of Tom Tailor will be below 2.5 times the combined EBITDA of the new group and is expected to deleverage quickly.

Tom Tailor will pay part of the purchase price in the form of a EUR 150 million cash consideration. The seller will also receive about EUR 6 million new Tom Tailor shares from a capital increase in kind from authorised capitalcurrently valued at about EUR 70 million. The transaction is subject to the approval of antitrust authorities and is expected to be completed in August 2012.

Tom Tailor Group

Tom Tailor is an international and vertically integrated lifestyle company. It offers casual wear and accessories for men, women, teenagers and children in the medium price range. Tom Tailor is a dynamic company that has been growing and expanding continuously for many years, having generated sales of EUR 411.6 million (2010: EUR 347.7 million) in financial year 2011. In the first quarter of the current financial year the Group reported sales of EUR 103.6 million (Q1 2011: EUR 86.3 million; +20%).

Bonita, which is based in Hamminkeln, generated sales of EUR 379.5 million and EBITDA of EUR 59.1 million in 2011. With an EBITDA margin of 15.7% and a cash conversion rate of 84.3%, Bonita is one of the most profitable and cash-generative companies in the industry.

Following the acquisition, Tom Tailor will operate more than 1,350 own retail stores, predominantly in its core markets Germany, Austria, Switzerland and the Benelux countries, with over 6,100 employees. In 2011, pro forma sales and adjusted EBITDA for the combined entity amount to EUR 790 million, EUR 108 million respectively.