Differential Brands Group Inc. (the Company) (NASDAQ:DFBG), a portfolio of global consumer brands comprised of Hudson, Robert Graham and SWIMS, today announced it successfully completed the acquisition (the Transaction) of a significant portion of Global Brands Group Holding Limiteds (Hong Kong listed: SEHK Stock Code: 787) (GBG) North American licensing business (the Acquired Business).
Design driven and product focused, the Acquired Business is anchored in category expertise spanning kids wear and womens and mens accessories and apparel. GBG licenses brands such as Calvin Klein, Under Armour, Tommy Hilfiger, BCBG, Joes, Buffalo David Bitton, Frye, Michael Kors, Kate Spade, All Saints and Cole Haan, and entertainment properties including Disney, Marvel and Nickelodeon, among others. The Transaction purchase price was USD $1.2 billion.
Concurrent with the closing of the Transaction, Differential Brands Group has changed its name to Centric Brands Inc. (Centric Brands), reflecting its position as a leading lifestyle brands collective platform. Centric Brands will be listed publicly on the NASDAQ under the ticker symbol CTRC, which is expected to be effective on or around November 1, 2018. Until that date, Centric Brands will continue to trade under the former symbol, DFBG. Jason Rabin, former President of GBG North America, will lead Centric Brands as Chief Executive Officer. William Sweedler, Managing Partner of Tengram Capital Partners LP (Tengram), which played a pivotal role in the Transaction, will continue to serve as Chairman of the Board of Directors (the Board).
Mr. Sweedler stated, With the closing of the acquisition and structuring of the new Centric Brands platform, we have brought together best-in-class operating capabilities with a strong portfolio of brands across areas of core expertise including kids wear, womens and mens accessories and apparel. Centric Brands looks forward to building its relationship with Li & Fung and its global sourcing networks. Mr. Sweedler continued, As a proven leader with nearly 25 years of industry experience, Jason will be able to seize the opportunities that lie ahead for Centric Brands in an impactful way that drives growth and creates long-term shareholder value.
The Centric Brands Board will be comprised of independent directors as well as Jason Rabin and appointees designated by Tengram and GSO Capital Partners LP (GSO Capital Partners). Rob Petrini, Senior Managing Director of GSO Capital Partners, who also played a key role in the Transaction stated, We are thrilled with the closing of this transformative deal and look forward to working with Jason and the Centric Brands management team, along with Tengram, to help support the Companys growth for years to come.
As a result of the Transaction, it is anticipated that Centric Brands will generate more than $2.3 billion in pro forma annual revenue with branded product distribution to a diversified base of consumers across all retail and digital channels. The new Centric Brands platform will allow the Company to seamlessly add new licenses and company-owned brands to its portfolio, leveraging its expertise and capabilities to design, produce, manage and market a broad array of products. The company will be headquartered in New York City with offices in Greensboro, Los Angeles, and Montreal.
Mr. Rabin stated, Im excited to have the opportunity to lead Centric Brands as we solidify our position in the market as a world class lifestyle brands collective. With the unmatched sourcing network of Li & Fung, industry expertise and a large-scale platform, we have the ability to expand organically through brand, category and channel growth, as well as the potential to add brands to our portfolio through new licenses and acquisitions across strategic verticals. I look forward to creating a culture of success at Centric Brands and to continuing to work with the Board to capitalize on the market opportunities ahead.
The purchase price for the Transaction was paid in cash. Fully committed debt financing for the Transaction was provided by affiliates of and/or funds managed by Ares Capital Management LLC, HPS Investment Partners, LLC, GSO Capital Partners LP and Blackstone Tactical Opportunities.
Upon the closing of the Transaction, Tengram and its affiliates converted all of its holdings of the Companys Series A and Series A-1 Convertible Preferred Stock into the Companys common stock.
Dechert LLP acted as lead counsel to the Company and Richards, Layton and Finger acted as Delaware counsel to the Company. Freshfields Bruckhaus Deringer LLP acted as lead counsel to GBG and Reed Smith LLP also advised GBG on the Transaction. Goldman Sachs (Asia) L.L.C. acted as financial advisor to GBG on the Transaction.
About Centric Brands:
Centric Brands (NASDAQ: CTRC) is a leading lifestyle brands collective, bringing together creative minds from the worlds of fashion and commerce, sourcing, technology, marketing and digital. We design, produce, manage and build kids wear and womens and mens accessories and apparel and distribute our products across all retail and digital channels in North America and in international markets. We also license over 100 brands across our core product categories including kids, womens and mens accessories and apparel. Our company-owned brands are Hudson, a designer and marketer of women’s and men’s premium, branded denim and apparel, Robert Graham, a sophisticated, eclectic apparel and accessories brand seeking to inspire a global movement, and SWIMS, a Scandinavian lifestyle brand best known for its range of fashion-forward, water-friendly footwear, apparel and accessories. We employ approximately 4,000 employees in offices in New York City, Greensboro, Los Angeles and Montreal, and in stores throughout North America. For more information, please visit Centric Brands website: www.centricbrands.com.
This release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The matters discussed in this news release involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. All statements in this news release that are not purely historical facts are forward-looking statements, including statements containing the words may, will, expect, anticipate, intend, estimate, continue, believe, plan, project, will be, will continue, will likely result or similar expressions. Any forward-looking statement inherently involves risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to: the impact of the transaction on the Companys stock price; the anticipated benefits of the transaction on its financial results, business performance and product offerings, the Companys ability to successfully integrate GBGs business and realize cost savings and any other synergies; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the Company expects; the risk of intense competition in the denim and premium lifestyle apparel industries; the risk that the Companys substantial indebtedness could adversely affect the Companys financial performance and impact the Companys ability to service its indebtedness; the risks associated with the Companys foreign sourcing of its products, including in light of potential changes in international trade relations and tariffs brought on by the current U.S. presidential administration; risks associated with the Companys third-party distribution system; continued acceptance of our product, product demand, competition, capital adequacy, general economic conditions and the potential inability to raise additional capital if required; the risk that the Company will be unsuccessful in gauging fashion trends and changing customer preferences; the risk that changes in general economic conditions, consumer confidence, or consumer spending patterns, including consumer demand for denim and premium lifestyle apparel, will have a negative impact on the Companys financial performance or strategies and the Companys ability to generate cash flows from its operations to service its indebtedness; the highly competitive nature of the Companys business in the United States and internationally and its dependence on consumer spending patterns, which are influenced by numerous other factors; the Companys ability to respond to the business environment and fashion trends; continued acceptance of the Companys brands in the marketplace; risks related to the Companys reliance on a small number of large customers; risks related to the Companys ability to implement successfully any growth or strategic plans; risks related to the Companys ability to manage the Companys inventory effectively; the risk of cyber-attacks and other system risks; risks related to the Companys ability to continue to have access on favorable terms to sufficient sources of liquidity necessary to fund ongoing cash requirements of the Companys operations or new acquisitions; risks related to the Companys ability to continue to have access on favorable terms to sufficient sources of liquidity necessary to fund ongoing cash requirements of its operations or new acquisitions; risks related to the Companys pledge of all its tangible and intangible assets as collateral under its financing agreements; risks related to the Companys ability to generate positive cash flow from operations; risks related to a possible oversupply of denim in the marketplace; and other risks. The Company discusses certain of these factors more fully in its additional filings with the SEC, including its annual report on Form 10-K for the fiscal year ended December 31, 2017 and subsequent quarterly reports on Form 10-Q filed with the SEC, and this release should be read in conjunction with those reports, together with all of the Companys other filings, including current reports on Form 8-K, through the date of this release. The Company urges you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this release.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Since the Company operates in a rapidly changing environment, new risk factors can arise and it is not possible for the Companys management to predict all such risk factors, nor can the Companys management assess the impact of all such risk factors on the Companys business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Companys future results, performance or achievements could differ materially from those expressed or implied in these forward-looking statements. The Company does not undertake any obligation to publicly revise these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.
The importance of app-based commerce to hospitality in the new normal
By Jeremy Nicholds CEO, Judopay
As society adapts to the rapidly changing “new normal” of working and socialising, many businesses are working tirelessly to ensure that they have all the necessary safety precautions in place to keep trading. One such sector is hospitality, but the way it typically operates now looks very different to what we were used to seeing prior to the pandemic.
Many pubs, restaurants and other hospitality establishments have now been open for a few months since lockdown, providing much relief and enjoyment to many consumers, as well as getting many employees back into work. However, a core component for businesses to maintain trading in these times is to ensure the crucial safety of staff and customers.
Payments are playing an important role in this and we’re seeing payment technology being implemented in new and unique ways to help make the hospitality sector as safe as possible. One such technology is app-based commerce, which allows businesses to interact with customers in ways that minimises physical contact whilst crucially still enabling engagement.
With table service now mandatory and Test and Trace measures continuing, we’re likely to see this technology being increasingly adopted in the months and years ahead. So, let’s take a look at what its use means for the hospitality industry and beyond and how it lines up with the government’s latest advice for businesses within the sector.
Understanding government guidance
Guidance issued from the UK government expands upon advice already offered by the Prime Minister to the hospitality sector, at the point of reopening back in July. It has been stated that all indoor hospitality is limited to table-service, interaction between staff and customers should be minimised as much as possible, masks are being enforced for indoor hospitality staff and the rule around groups of 6 continues.
At the same time, businesses now have a clear duty to support NHS Test and Trace by collecting names and contact details from customers so they can be reached if a customer/worker tests positive. This is a recent mandatory move having previously been guidance.
What’s more, it’s recognised that payments are a practical tool to help companies adhere to these guidelines. Throughout the pandemic it has emphasised that contactless payments are useful for reducing human interaction and touch points – such as PIN pads.
Early on, we saw the payment industry increase the authentication limit for contactless spending limit from £30 to £45 to help reduce cash purchases, cash machines and PIN pad usage. The Government are strongly encouraging the use of contactless payments in the hospitality sector, however, there’s a big part of the solution that they may have overlooked that can help hospitality businesses meet these guidelines with even greater ease – app-based commerce.
Why use apps?
Apps provide a whole host of benefits and are the perfect tool for not only minimising contact, but also ensuring customers are contactable at a later date, if needs be.
While contactless payments eliminate the need for customers to pay using cash, or touch PIN pads, apps can remove physical human interaction at the point of sale altogether. This is because they enable customers to pay ahead or at the table, meaning they don’t need to leave their seats or regularly interact with staff. And done well they can even be a boost for business, enabling more convenient transactions and higher levels of repeat purchase.
When it comes to ensuring that customers are contactable, apps and e-wallets have a real advantage over traditional card-based transactions and anonymous cash payments. They allow companies to retain details about who has attended an establishment at a given time, enabling them to know whether a customer was present while a person known to be carrying the virus was in the vicinity. The communication advantages of apps also allow establishments to manage their footfall and customer flow.
The role of app-based commerce in the new normal
Apps will become more and more important for all types of businesses, as consumers shift their behaviour towards digital. They represent a new ‘real estate’ for retail and other businesses to manage – to present their brand in the right way, to engage customers and drive transactions.
Recently, we’ve seen Apple support this move towards app-based commerce with the launch of App Clips, further bolstering its use as we emerge from lockdown and encouraging safer and hygienic ways to pay.
App Clips are a great way for consumers to quickly access and experience what an app has to offer. They are fast and lightweight so a user can open them quickly and start and finish an experience from an app in seconds. And when they’re done, the business can offer the opportunity to download the full app from the App Store.
We are also seeing a number of hospitality businesses warming towards the use of app-based commerce and doing a great job of implementing it. The technology has already become central to the safe trading operations of big names in the industry such as Caffè Nero and The Young’s Pub, which are great examples of how to make apps work for your business.
As the industry steadily navigates its way through a new normal of operating, we expect that app-based commerce will skyrocket. In fact, we’ve already seen a great number of businesses throughout different industries expressing interest in the payment method, suggesting that it will play a pivotal role in moving forward. It certainly is a great way for businesses to keep staff and customers safe.
The Psychology Behind a Strong Security Culture in the Financial Sector
By Javvad Malik, Security Awareness Advocate at KnowBe4
Banks and financial industries are quite literally where the money is, positioning them as prominent targets for cybercriminals worldwide. Unfortunately, regardless of investments made in the latest technologies, the Achilles heel of these institutions is their employees. Often times, a human blunder is found to be a contributing factor of a security breach, if not the direct source. Indeed, in the 2020 Verizon Data Breach Investigations Report, miscellaneous errors were found vying closely with web application attacks for the top cause of breaches affecting the financial and insurance sector. A secretary may forward an email to the wrong recipient or a system administrator may misconfigure firewall settings. Perhaps, a user clicks on a malicious link. Whatever the case, the outcome is equally dire.
Having grown acutely aware of the role that people play in cybersecurity, business leaders are scrambling to establish a strong security culture within their own organisations. In fact, for many leaders across the globe, realising a strong security culture is of increasing importance, not solely for fear of a breach, but as fundamental to the overall success of their organisations – be it to create customer trust or enhance brand value. Yet, the term lacks a universal definition, and its interpretation varies depending on the individual. In one survey of 1,161 IT decision makers, 758 unique definitions were offered, falling into five distinct categories. While all important, these categories taken apart only feature one aspect of the wider notion of security culture.
With an incomplete understanding of the term, many organisations find themselves inadvertently overconfident in their actual capabilities to fend off cyberthreats. This speaks to the importance of building a single, clear and common definition from which organisations can learn from one another, benchmark their standing and construct a comprehensive security programme.
Defining Security Culture: The Seven Dimensions
In an effort to measure security culture through an objective, scientific method, the term can be broken down into seven key dimensions:
- Attitudes: Formed over time and through experiences, attitudes are learned opinions reflecting the preferences an individual has in favour or against security protocols and issues.
- Behaviours: The physical actions and decisions that employees make which impact the security of an organisation.
- Cognition: The understanding, knowledge and awareness of security threats and issues.
- Communication: Channels adopted to share relevant security-related information in a timely manner, while encouraging and supporting employees as they tackle security issues.
- Compliance: Written security policies and the extent that employees adhere to them.
- Norms: Unwritten rules of conduct in an organisation.
- Responsibilities: The extent to which employees recognise their role in sustaining or endangering their company’s security.
All of these dimensions are inextricably interlinked; should one falter so too would the others.
The Bearing of Banks and Financial Institutions
Collecting data from over 120,000 employees in 1,107 organisations across 24 countries, KnowBe4’s ‘Security Culture Report 2020’ found that the banking and financial sectors were among the best performers on the security culture front, with a score of 76 out of a 100. This comes as no surprise seeing as they manage highly confidential data and have thus adopted a long tradition of risk management as well as extensive regulatory oversight.
Indeed, the security culture posture is reflected in the sector’s well-oiled communication channels. As cyberthreats constantly and rapidly evolve, it is crucial that effective communication processes are implemented. This allows employees to receive accurate and relevant information with ease; having an impact on the organisation’s ability to prevent as well as respond to a security breach. In IBM’s 2020 Cost of a Data Breach study, the average reported response time to detect a data breach is 207 days with an additional 73 days to resolve the situation. This is in comparison to the financial industry’s 177 and 56 days.
Moreover, with better communication follows better attitude – both banking and financial services scored 80 and 79 in this department, respectively. Good communication is integral to facilitating collaboration between departments and offering a reminder that security is not achieved solely within the IT department; rather, it is a team effort. It is also a means of boosting morale and inspiring greater employee engagement. As earlier mentioned, attitudes are evaluations, or learned opinions. Therefore, by keeping employees informed as well as motivated, they are more likely to view security best practices favourably, adopting them voluntarily.
Predictably, the industry ticks the box on compliance as well. The hefty fines issued by the Information Commissioner’s Office (ICO) in the past year alone, including Capital One’s $80 million penalty, probably play a part in keeping financial institutions on their toes.
Nevertheless, there continues to be room for improvement. As it stands, the overall score of 76 is within the ‘moderate’ classification, falling a long way short of the desired 90-100 range. So, what needs fixing?
Towards Achieving Excellence
There is often the misconception that banks and financial institutions are well-versed in security-related information due to their extensive exposure to the cyber domain. However, as the cognition score demonstrates, this is not the case – dawdling in the low 70s. This illustrates an urgent need for improved security awareness programmes within the sector. More importantly, employees should be trained to understand how this knowledge is applied. This can be achieved through practical exercises such as simulated phishing, for example. In addition, training should be tailored to the learning styles as well as the needs of each individual. In other words, a bank clerk would need a completely different curriculum to IT staff working on the backend of servers.
By building on cognition, financial institutions can instigate a sense of responsibility among employees as they begin to recognise the impact that their behaviour might have on the company. In cybersecurity, success is achieved when breaches are avoided. In a way, this negative result removes the incentive that typically keeps employees engaged with an outcome. Training methods need to take this into consideration.
Then there are norms and behaviours, found to have strong correlations with one another. Norms are the compass from which individuals refer to when making decisions and negotiating everyday activities. The key is recognising that norms have two facets, one social and the other personal. The former is informed by social interactions, while the latter is grounded in the individual’s values. For instance, an accountant may connect to the VPN when working outside of the office to avoid disciplinary measures, as opposed to believing it is the right thing to do. Organisations should aim to internalise norms to generate consistent adherence to best practices irrespective of any immediate external pressures. When these norms improve, behavioural changes will reform in tandem.
Building a robust security culture is no easy task. However, the unrelenting efforts of cybercriminals to infiltrate our systems obliges us to press on. While financial institutions are leading the way for other industries, much still needs to be done. Fortunately, every step counts -every improvement made in one dimension has a domino effect in others.
How open banking can drive innovation and growth in a post-COVID world
By Billel Ridelle, CEO at Sweep
Times are pretty tough for businesses right now. For SMEs in particular, a global financial and health crisis of the sort we’re currently witnessing represents a truly existential risk. Yet there is hope of a brighter future. Digital transformation is already helping organisations in countless sectors, with everything from building supply chain resilience to rolling out potentially life-saving contact-tracing schemes. Yet it’s not just delivering transformative benefits in grand projects like this.
Thanks to open banking rules, a new wave of fintech innovation is sweeping the globe, offering business leaders a new launchpad for success. Even something as simple as corporate expenses can be transformed by the power of open data — to help firms cut costs, reduce fraud risk and become more productive.
Opening up data to innovation
It’s easy to get bogged down in the technical details of open banking, and the slew of new acronyms it has ushered in: Third Party Providers (TPPs), Account Information Service Providers (AISPs), Payment Initiation Service Providers (PISPs), and Application Programming Interfaces (APIs). Yet at the heart of the open banking revolution is a simple concept: the idea that forcing banks to open up their customers’ financial data will create more competition, and fresh opportunities for market entrants to create innovative new services.
This was at the heart of the UK government’s world-leading strategy when it was introduced back in 2016. A revised EU payment services directive (PSD2) gave it legal teeth, mandating that all payment account providers in the region provide third-party access for customers that want it. The push is also about reducing banking fees and enhancing financial inclusion, of course, but it’s in competition and innovation that the benefits really shine for businesses.
Access to real-time financial data via open APIs has already resulted in a range of new services which are helping businesses ride out the current economic storm. Whether it’s capabilities that can help freelancers prove loss of income to receive targeted loans, or services designed to streamline business processes to reduce costs and fraud — examples of innovation are endless.
What’s more, it’s already global. Aside from the PSD2, open banking rules are taking shape in Australia, New Zealand, Japan, Singapore, Hong Kong, Mexico and elsewhere. According to frequently cited Gartner predictions, regulators in around half of the G20 countries will create an open banking API regime over the coming year.
In the UK alone this is set to create a £7.2 billion revenue opportunity by 2022, with 71% of SMBs and 64% of adults expected to adopt it by then, according to PwC.
Making expenses pay
Corporate expenses and travel management might not be an area one immediately associates with high levels of innovation. But here too, open banking is having a profound impact. By combining automation, in-app approvals, integration with corporate policy and secure open banking APIs, companies like Sweep are offering new ways to solve old problems.
Part of the legacy challenge relates to productivity. Managing corporate travel costs and expenses was cited last year as the biggest concern of the UK’s small and mid-sized firms. Separate research claimed that SMBs are estimated to lose over £8.7 billion annually due to the time it takes employees and managers to complete these menial tasks. By automatically integrating real-time corporate bank account information into an easy-to-use app, we can save up to 15 hours a month on data input and travel administration per employee. That’s all time they could be spending on growing the business.
Another key area of concern is fraud. According to some estimates, fraudulent expenses claims could be costing UK firms £1.9 billion each year. In the US, the figure could be approaching $3 billion annually. Whether it’s the result of submitting expense claims for personal purchases, claiming for additional mileage on work trips, or over-claiming for other items, it all adds up. What’s more, fraud tends to spike particularly during times of recession, when normally diligent employees look for ways to supplement their income.
In this use case too, there are benefits to be had from open banking-powered solutions. Traditional manual processes offer too many gaps that can be exploited by fraudsters. Submitting paper receipts to finance departments — which must then input the information into spreadsheets or accounting software — is slow, error-prone and lacks accountability. However, with modern digital systems, transactions are automatically fed through from bank account to expense management platform. Here they are seamlessly checked according to policy and automatically approved, rejected or flagged for further investigation.
The future’s open
Thanks to the power of open banking, innovative fintech use cases like this are transforming operational challenges into opportunities to cut costs and fraud risks, improve employee productivity and become more strategic. With real-time data fed through from corporate bank accounts, finance directors can better understand spending patterns, react with greater agility and gain the insight they need to run their businesses more efficiently.
So what of the future? The good news is that open banking is only just getting started. As more sophisticated machine learning algorithms are developed, it has the potential for even greater disruption by empowering SMEs with predictive analytics and forecasting tools, or more accurate fraud checks, for example. Those in Europe may benefit most as PSD2 allows businesses to use tools that work seamlessly and securely across markets, without requiring any duplication of work.
In fact, open banking is not just good for individual SMEs, it’s important for Europe as a whole if we are ever to nurture successful digital unicorns to compete with those coming out of the US and China.
Open banking been described in the past as a quiet revolution. With the right buy-in from business and the continued innovation of digital platforms, it may soon become a full-throated roar.
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