By Lenore Fedow
The flagship Lord & Taylor store on Manhattan’s Fifth Avenue was sold to WeWork earlier this year. The Hudson’s Bay Co.-owned department store chain is in the process of being acquired by Le Tote, a company that rents out women’s clothing and accessories.
Toronto—Hudson’s Bay Co. has agreed to sell Lord & Taylor to clothing rental subscription service Le Tote for 99.5 million Canadian dollars ($100 million), the company announced Wednesday morning.

Lord & Taylor’s 38 locations will remain open, with Le Tote assuming responsibility for the operations and extending employment offers to the “vast majority” of associates.

“Following an extensive review of strategic alternatives, Le Tote’s leadership and innovative approach is the best path forward for Lord & Taylor, its loyal customers and dedicated associates,” HBC CEO Helena Foulkes said in a statement.

The Toronto-based company’s portfolio also includes retailers Hudson’s Bay, Saks Fifth Avenue and Saks Off 5th.

As per the terms of the deal, Le Tote will also acquire Lord & Taylor’s brands, intellectual property, digital channels and inventory.

Le Tote, founded in 2012, rents out women’s clothing and accessories for a flat monthly fee, with the option to then purchase them at a discount.

The company has notable backers, including venture capital firm Andreessen Horowitz and Google Ventures, and has partnered with brands like Calvin Klein, Kate Spade, Rebecca Minkoff and Vince Camuto.

Le Tote will pay CA$99.5 million ($75 million) in cash upon closing the deal and a secured promissory note of CA$33.2 million ($25 million), which is payable in cash after two years.

The company is still working on securing financing for the full purchase price but expects to close before the start of the 2019 holiday season.

If Le Tote can’t raise the money within 45 days of signing, HBC can terminate the agreement.

Hudson’s Bay will receive an equity stake in Le Tote and certain minority shareholder rights as well as two seats on its board.

HBC and its real estate joint venture, HBS Global Properties, will retain ownership of all Lord & Taylor-related owned and ground-leased property. The company will continue to pay the rent for the next three years; it expects to be liable for approximately $58 million in Lord & Taylor rent on an annual basis.

In 2021, the two companies can reassess the store network and discuss the best use of the locations, including the possibility of redeveloping the stores into mixed-use properties.

HBC has hired a team to focus on the potential redevelopment plans.

It will be responsible for the long-term rents and costs for redevelopment for any returned or recaptured stores. (A recapture clause refers to a stipulation in a contract that allows the seller of an asset to take it back under certain conditions.)

HBC sold Lord & Taylor’s flagship store on New York’s Fifth Avenue to WeWork earlier this year.

Lord & Taylor’s fiscal 2018 sales accounted for $1.4 billion of HBC’s $9.4 billion in retail sales, but HBC’s balance sheet reflects a $119 million loss attributable to Lord & Taylor, inclusive of allocated corporate expenses.

PJ Solomon acted as financial advisor to HBC and Willkie Farr & Gallagher LLP acted as its legal advisor. Le Tote was advised by Citi, as its financial advisor, and Kirkland & Ellis LLP, as its legal advisor.

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