(Finance Case study) Suit Wars: Men's Wearhouse Versus Jos. A. Bank

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For the exclusive use of A. Alghafees, 2018. W15079 SUIT WARS: MEN’S WEARHOUSE VERSUS JOS. A. BANK1 Emir Hrnjić, David Reeb and Wee Yong Yeo wrote this case solely to provide material for class discussion. The authors do not intend to illustrate either effective or ineffective handling of a managerial situation. The authors may have disguised certain names and other identifying information to protect confidentiality. This publication may not be transmitted, photocopied, digitized or otherwise reproduced in any form or by any means without the permission of the copyright holder. Reproduction of this material is not covered under authorization by any reproduction rights organization. To order copies or request permission to reproduce materials, contact Ivey Publishing, Ivey Business School, Western University, London, Ontario, Canada, N6G 0N1; (t) 519.661.3208; (e) cases@ivey.ca; www.iveycases.com. Copyright © 2015, National University of Singapore and Richard Ivey School of Business Foundation Version: 2015-03-31 On October 9, 2013, Jos. A. Bank Clothiers Inc. (Jos. A. Bank; ticker symbol: JOSB) initiated a hostile offer to buy Men’s Wearhouse (ticker symbol: MW) for $2.3 billion. This offer launched an escalating feud in the otherwise unexciting men’s clothing industry in the United States, sending share prices of both companies skyrocketing.2 On January 6, 2014, Men’s Wearhouse made a counter-offer of $1.6 billion to buy Jos. A. Bank,3 which responded by adopting a poison pill and announcing the planned acquisition of Eddie Bauer, including a break-up fee of $48 million. What started out as a simple offer from Jos. A. Bank to buy its bigger rival Men’s Wearhouse turned into a contest with multiple counter-offers and the deployment of several takeover defences. The “suit war” captured the attention of the media and Eminence Capital, a major shareholder in both companies. When the conflict first emerged in October, Eminence Capital’s chief executive officer (CEO), Ricky Sandler, and his team attempted to estimate the potential gains from this merger and how it would affect their $5 billion dollar hedge fund. Now that the mêlée had progressed, how should Eminence Capital, as the largest shareholder in both firms, react? How should Jos. A. Bank respond to this latest offer? If Jos. A. Bank were to reject it, would Men’s Wearhouse give up this cat-and-mouse game? How should Eminence Capital proceed in that case? Several dilemmas loomed. MEN’S WEARHOUSE After George Zimmer graduated with a Bachelor of Arts in Economics from Washington University at St. Louis, Missouri in 1970, he worked for his father Robert, an apparel manufacturer in Dallas, Texas. His father invested $300,000 to help his son and some of his college roommates open the first humble Men’s Wearhouse in Houston in 1973.4 The first store “sold $10 slacks and $25 polyester sport coats. The store had exposed neon lighting, cheap tile flooring, and the cash register was a cigar box. George’s personal car was a van with the company logo on the side and clothing racks in the back.”5 After 38 years at the helm, Zimmer installed his handpicked successor, Douglas Ewert, on June 15, 2011, and stepped down as CEO to become chairman of the board of directors.6 Ewert had joined the company in 1995 and rose through the ranks from general merchandise manager in 1996 to chief operating officer This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 2 9B15N001 (COO) of K&G (the discount fashion superstore division of Men’s Wearhouse) in 2001 to the COO of the overall company and finally to president in 2008. Zimmer and Ewert had a good working relationship.7 In 2014, Men’s Wearhouse, one of the largest men’s specialty apparel stores in the United States, reported annual revenue of about $2.5 billion (see Exhibits 1 and 2). The company sold men’s suits and provided tuxedo rental in both the United States and Canada in 1,143 retail stores (as of February 2, 2013). In the United States, it operated under the names of Men’s Wearhouse (638 stores), Men’s Wearhouse and Tux (288 stores) and K&G (97 stores carrying branded apparel at deeply discounted prices); in Canada, it operated 120 stores under the brand name of Moores Clothing for Men (Moores).8 Boardroom Battle Initially, Zimmer supported Ewert, deferring to him and endorsing his strategies in board meetings. However, starting in early 2013, Zimmer disagreed with Ewert on several matters, such as Ewert’s attempt to divest K&G, and detested the ballooning compensation packages that Ewert and the other top executives received.9 In addition to that, in mid-2013, Zimmer sought to discuss with the board the possibility of taking the company private. In an interview with Fortune, he explained: I was told [by investment bankers] that we could go private, and our shareholders would get a 30 per cent to 40 per cent premium and that interest rates were at a historical low point. So I got the board together telephonically and explained what I thought we ought to do: invite the [banker] to a board meeting to explain to all of us what’s involved.10 However, Ewert and the board interpreted this initiative as Zimmer’s personal quest to reassert his influence over the company. Claiming that Zimmer had given them a de facto ultimatum to choose between him and Ewert, the board fired Zimmer.11 Needless to say, Zimmer felt betrayed after his handpicked protégé turned against him and fired him from the company he had founded. In an open letter, he dismissed the accusation that portrayed him as “an obstinate former CEO, determined to regain absolute control by pushing a going private transaction for [his] own personal benefit and ego.” Instead, he charged the board and the management for “eroding the principles and values that have made The Men’s Wearhouse so successful for all stakeholders.”12 As his first major move after firing Zimmer, Ewert acquired J.A. Holding Inc. from a private equity firm, J.W. Childs Associates, for $97.5 million in cash in July 2013.13 Joseph Abboud, J.A. Holding Inc.’s founder, had sold the company to an Italian company from whom J.W. Childs Associates bought it for $73 million in 2004.14 Earlier, Men’s Wearhouse had hired Abboud himself as the head of design, so with this acquisition, Men’s Wearhouse “owned” both the man and the brand. JOS. A. BANK CLOTHIERS INC. Jos. A. Bank’s history is much longer and its product line more upmarket than that of Men’s Wearhouse. Joseph Bank started working at the age of 11 as a cloth cutter in his grandfather Charles’ small tailor shop in Baltimore, Maryland, which later became L. Hartz and Bank. Joseph and his son Howard bought out the Hartz family interest in 1945 to form the current company.15 In December 1986, a leveraged buy-out (LBO) group bought out Jos. A. Bank for a whopping $105 million. However, as in many of the LBOs in the 1980s, the deal severely overpriced Jos. A. Bank and the huge debt burden nearly bankrupted the This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 3 9B15N001 company in 1990. The company called in Finley Group, a crisis management firm, which managed to nurse it back to health, and Jos. A. Bank went public in May 1994 (two years after Men’s Wearhouse).16 The stock, however, failed to impress the market and its price declined as the company continued to muddle on, trying to find the winning formula for its business. Over the next few years, it dropped the women’s line, expanded the sportswear line, sold off all its factories, added more stores and started a website where customers could place their orders. The company began to turn the corner in 1996 with a modest profit of $300,000.17 In 2014, Jos. A. Bank had over 600 stores nationwide with a full selection of men’s tailored and casual clothing, footwear and accessories.18 The company marketed itself as “a heritage of quality and workmanship, an extensive selection of beautifully made, classically styled tailored and casual clothing, and prices typically 20 to 30 per cent below its competitors.”19 In 2013, Jos. A. Bank had revenue of around $1 billion, approximately 40 per cent of the revenue of Men’s Wearhouse’ (see Exhibit 3). Nevertheless, with more upmarket product lines, it consistently enjoyed a higher profit margin, earnings per share and stock price than its bigger rival. Exhibit 4 shows that as of February 2013, Jos. A. Bank had 40 per cent fewer assets than Men’s Wearhouse ($895 million compared to $1,496 million). Jos. A. Banks achieved a great financial performance in the period 2007 to 2012. For instance, it realized superior operating margins (14.6 per cent), outstanding return on invested capital (56.6 per cent), high sales growth (5.5 per cent), great cash generation efficiency (6.5 per cent) and good employee productivity ($160,223).20 EPISODE I: SUIT WARS While the internal strife raged in the Men’s Wearhouse boardroom, Goldman Sachs and Financo in New York could “smell blood”: the infighting would likely weaken the company and investors’ confidence. Since they knew that their client, Jos. A. Bank, was exploring growth opportunities, they suggested that the time was ripe to acquire Men’s Wearhouse.21 Following this advice, Jos. A. Bank made an official offer to buy Men’s Wearhouse for $2.3 billion (at $48 per share) on October 9, 2013.22 Robert N. Wildrick, Jos. A. Bank’s chairman, referred to the initial bid: “We were aware that some private equity firms were interested [in buying]. We thought maybe [Men’s Wearhouse was] interested in selling.”23 After hearing the announcement, Eminence Capital started analyzing the proposed merger (see Exhibits 5, 6 and 7). However, Men’s Wearhouse rejected the offer adamantly, calling the bid “opportunistic” and describing the offer as “inadequate.”24 Jos. A. Bank CEO Neal Black tried to get Men’s Wearhouse shareholders behind him and told them that his company would raise the bid if it could get a look at the Men’s Wearhouse books.25 Jos. A. Bank set November 14 as the deadline for the offer. Takeover Defences26 Targets of a hostile acquisition commonly adopt takeover defences for various purposes. Even a willing takeover target will almost never say yes to the first price offered if it has a choice. Takeover defences allow price negotiations to go back and forth between the acquirer and the target in search of a price and This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 4 9B15N001 conditions amenable to both parties. In some cases, the management of the target may adopt defences to protect its shareholders if it believes the acquirer will not act in the best interest of the company. Some may use them as a stalling tactic to wait for a white knight to emerge to rescue the company. Alternatively, fearing the loss of their jobs, perks, power and other personal benefits, management may use such defences to entrench themselves at the expense of shareholders. Regardless of the reasons, most takeover defences tend to destroy rather than create value for the shareholders. Poison Pills Poison pills27 belong to the value-destroying category and come in various forms. The flip-in version gives shareholders the right to purchase shares of the company at deeply discounted prices through a rights issue. When any shareholder’s holdings reach a trigger point (for example, 20 per cent), the pill kicks in and the rest of the shareholders will receive the rights to purchase new shares at a deeply discounted price (for example, $0.01 per share). This dilutes the acquirer’s shareholding and averts the takeover threat. In the suicide pill defence (also known as the Jonestown defence,28 after the 1978 Jonestown mass suicide29), an extreme version of the poison pill, the target takes actions, including buying an extremely bad company or a company with a bad fit with the target, to send the message, “I would rather die than be bought.” To protect itself from Jos. A. Bank, Men’s Wearhouse adopted a poison pill with a trigger point of 10 per cent for an outside investor (15 per cent for an institutional investor).30 In addition, Men’s Wearhouse also entered into talks to buy Allen Edmonds (which specialized in upscale men’s footwear) from the private equity firm Goldner Hawn Johnson & Morrison. Although not exactly a suicide pill, it had the same effect of reducing the attractiveness of Men’s Wearhouse to Jos. A. Bank as it increased the amount of funds needed for the acquisition and the complexity of the integration process.31 Eminence Capital’s Reaction Sandler accused the Men’s Wearhouse’s board of entrenchment, and although he agreed with the board on the inadequacy of Jos. A. Bank’s initial offer, he wanted them to enter into talks with the offerer, given the fact that Jos. A. Bank had indicated its willingness to increase the bid. Eminence Capital had planned to call a special shareholders’ meeting on February 14, 2014 to hold the Men’s Wearhouse board accountable and to seek certain bylaw amendments that could potentially replace the board if it continued to act contrary to the best interest of the shareholders.32 Eminence Capital emphasized that, “Men’s Wearhouse Directors should know their shareholders will hold them accountable by removing them if they do not act in shareholders’ best interest [and electing] Directors who will represent shareholders’ best interests before the next annual meeting.”33 EPISODE II: THE MEN’S WEARHOUSE STRIKES BACK Shortly after the expiry of Jos. A. Bank’s offer, Men’s Wearhouse struck back with a Pac-man defence in which the prey turned predator: it made a counter-offer to buy Jos. A. Bank for $1.5 billion ($55 per share) on November 26, 2013.34 The Pac-man defence is in a league of its own among takeover defences. Although not commonly seen, it tends to draw much attention when it happens. Pac-man defences make more losers than winners and This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 5 9B15N001 rarely end well. The mergers and acquisitions (M&A) industry considers the case of Bendix Corporation (Bendix) versus Martin Marietta in 1982 as the origin of the Pac-man defence. It started with Bendix trying to take over Martin Marietta. The latter turned around and started buying Bendix’s shares with the help of United Technologies Corporation. Allied Corporation (Allied) came to the rescue of Bendix as a white knight. Eventually, Allied gobbled up Bendix. Martin Marietta survived the ordeal but almost crumbled under the debt, which quadrupled in the process.35 A less elaborate version occurred more recently in 2009 when Porsche tried to take over Volkswagen, the largest carmaker in Europe. The subprime crisis in 2008 and the subsequent fall in demand in the car industry threw a wrench into Porsche’s initially successful plan as it struggled to no avail to raise the funds to complete the acquisition. Volkswagen turned around and acquired Porsche’s shares instead and by the end of 2009, owned 49.9 per cent of Porsche. The process dragged on until July 2012 when Volkswagen finally bought the remaining 51.1 per cent.36 Jos. A. Bank’s Response It was Jos. A. Bank’s turn to ward off Men’s Wearhouse’s advances. It emulated the latter’s strategy, first calling the offer “inadequate” and later lowering the trigger point of its own poison pill from 20 per cent to 10 per cent.37 On January 6, 2014, Men’s Wearhouse increased the offer to $1.6 billion ($57.50 per share). On February 14, Jos. A. Bank agreed to buy Eddie Bauer, an outdoor apparel retailer, for $825 million from a private equity firm, Golden Gate Capital, which had bought Eddie Bauer for $286 million in 2009 in a bankruptcy auction.38 Jos. A. Bank would finance the offer with cash of $564 million and 4.7 million of new Jos. A. Bank shares and, to prevent the dilution of its stock, Jos. A Bank would buy back 4.6 million of its shares (at $65 per share).39 This, it hoped, would make Jos. A. Bank too big for Men’s Wearhouse to swallow. To prove its determination, it further agreed to pay Golden Gate a break-up fee of $48 million if the deal fell through.40 EPISODE III: THE RETURN OF EMINENCE CAPITAL Eminence Capital had only flexed its activist muscles twice.41 In December 2004, Kohlberg Kravis Roberts (KKR) made an offer of CAD$3.1 billion (US$2.6 billion) through its affiliate, Stile Acquisition Corporation, to buy Ontario-based Masonite International Corporation (Masonite), one of North America’s largest makers of doors and other building products. The company had suffered a decline in profits due to restructuring expenses in the United States and South Korea. Its board perceived the price as fair and believed that once taken private, Masonite would gain the flexibility that it needed. Stating that the deal advantaged both the company and its shareholders, the board recommended to its shareholders to accept the offer 42 and scheduled a shareholders’ meeting on February 18 to vote on the deal. However, some institutional investors, Eminence Capital in particular, disliked the offer. The strong opposition forced KKR to make an eleventh-hour revision of the price, which prompted the board to call off the shareholder’s’ meeting and reschedule it for March 31. The deal finally went through in April at a price of CAD$3.3 billion in cash (US$2.7 billion) which served the shareholders, but not the buyer, very well.43 The company breached the debt covenants in mid-2008 and filed for bankruptcy a year later.44 This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 6 9B15N001 Eminence Capital struck the second time in 2006 during the management buyout of Aramark Corporation (Aramark), the largest food-service company in the United States, by an investment group led by its longtime chairman and CEO, Joseph Neubauer.45 Neubauer had led a similar buyout of the company in 1984, a year after he was appointed CEO, when two corporate raiders backed by Drexel Burnham Lambert Inc. launched a hostile bid. By taking a mortgage on his own house, together with a personal loan, he successfully led the management to buy out the company.46 Aramark relisted again at the end of 2001. However, after four and a half years of disappointing performance of the share, Neubauer decided to take the company private again. He initially made an offer of $32 per share in May 2006. Eminence Capital, estimating the company’s shares to be worth much more, criticized the offer as “grossly inadequate” and wrote a letter to the independent directors of the company, threatening to oppose the deal unless Neubauer upped the price substantially. After a close to three-month tussle, they managed to strike a deal in August at $33.80 per share.47 Sandler and his team did not engage in shareholder activism often. However, this time, it seemed that synergies were very high. The marriage between the Men’s Wearhouse and Jos. A. Bank could bring in benefits of around $2 billion48 that would come in terms of cost savings in purchasing, distribution and logistics; advertising and marketing; general administration; and store optimization. The combined entity could also benefit from cross-selling and revenue synergies by combining its exclusive brand businesses and leveraging on Jos. A. Bank’s strength in e-commerce and direct selling and Men’s Wearhouse’s leadership position in the tuxedo rental business. This presented a good opportunity for Eminence Capital to use its time and reputation.49 Sandler and his team analyzed the proposed merger between Jos. A. Bank and Eddie Bauer. It immediately became obvious that the firms did not overlap with each other and that potential synergies did not seem to exist. In fact, this merger appeared value-destroying. On the other hand, a merger with Men’s Wearhouse looked like a “no-brainer” and most shareholders supported it. Greatly frustrated and losing his patience, Sandler came down swiftly and heavily upon Jos. A. Bank. He immediately sent a letter to the company’s board renouncing the acquisition of Eddie Bauer. Eminence Capital’s legal team sued Jos. A. Bank and its board in Chancery Court in Delaware to stop the acquisition of Eddie Bauer and to force Jos. A. Bank to talk to Men’s Wearhouse.50 Finally, it nominated two directors to sit on the seven-member board. By this time, Eminence Capital held 9.8 per cent of total shares outstanding (4.7 million shares) in Men’s Wearhouse, making it the largest shareholder in the company. It also owned a 4.9 per cent stake (1.4 million shares) in Jos. A. Bank.51 Simultaneously, Men’s Wearhouse followed its largest shareholder to file its own lawsuit against Jos. A. Bank in Chancery Court in Delaware, alleging that Jos. A. Bank’s directors acted against the best interest of its shareholders in trying to buy Eddie Bauer. It also sued to invalidate Jos. A. Bank’s poison pill.52 EPILOGUE With the strong backing of Eminence Capital, the stock market warmed up to the possibility of a merger and reacted enthusiastically to the prospects of the combined company. Exhibits 8 and 9 present the stock price movements of each company. Exhibit 10 presents the timeline of main events outlined in the case. Everyone waited with apprehension to see who would take the next step. Would Jos. A. Bank keep pursuing Eddie Bauer or would it succumb to the Men’s Wearhouse offer? Would Men’s Wearhouse give This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 7 9B15N001 up pursuing Jos. A. Bank if it merged with Eddie Bauer? Alternatively, how much more would Men’s Wearhouse pay for Jos. A. Bank? Would Jos. A. Bank deal another surprising hand that the market had yet to see? Sandler wondered what action the hedge fund should take. High uncertainty regarding the potential outcomes of the proposed merger remained. The authors would like to thank the Centre for Asset Management Research & Investments (CAMRI), NUS Business School for its donation to this case. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 8 9B15N001 EXHIBIT 1: MEN’S WEARHOUSE INCOME STATEMENT FOR THE PERIOD 2011 TO 2014 In US$ millions (except for per share items) 12 months 12 months 12 months ending ending ending 2014-02-01 2013-02-02 2012-01-28 12 months ending 2011-01-29 Total Revenue 2,473.23 2,488.28 2,382.68 2,102.66 Cost of Revenue, Total 1,384.22 1,380.13 1,333.76 1,204.23 Gross Profit 1,089.01 1,108.15 1,048.93 898.43 947.66 909.10 861.45 790.91 11.72 0.48 2.04 5.85 2,343.61 2,289.71 2,197.25 2,000.99 Operating Income 129.63 198.57 185.43 101.67 Income Before Tax 126.81 197.67 184.41 100.53 Income After Tax 84.22 132.06 56.52 34.83 Minority Interest -0.43 –0.35 0.14 0.02 Net Income Before Extra Items 83.79 131.72 56.66 34.84 Net Income 83.79 131.72 56.66 34.84 Income Available to Common Excl. Extra Items 83.79 130.16 119.12 67.07 Income Available to Common Incl. Extra Items 83.79 130.16 119.12 67.07 – 0.23 0.27 – Selling/General/Admin. Expenses, Total Unusual Expense (Income) Total Operating Expense Dilution Adjustment Diluted Weighted Average Shares 49.16 51.03 51.69 52.85 Diluted EPS Excluding Extraordinary Items 1.70 2.56 2.31 1.27 Dividends per Share — Common Stock Primary Issue 0.72 0.72 0.48 0.36 Diluted Normalized Earnings Per Share (EPS) 1.86 2.56 2.34 1.34 **Depreciation 121 113 105 Source: Based on the accounting data filed with SEC and retrieved from EDGAR. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 9 9B15N001 EXHIBIT 2: MEN’S WEARHOUSE BALANCE SHEET FOR THE PERIOD 2011 TO 2014 In US$ millions (except for per share items) As of 2014-0201 As of 2013-0202 As of 2012-0128 As of 2011-0129 Cash and Short-Term Investments 59.25 156.06 125.31 136.37 Accounts Receivable — Trade, Net 63.15 63.01 56.67 60.61 Total Receivables, Net 63.15 71.05 58.23 73.53 599.49 556.53 572.50 486.50 – 35.40 32.27 31.01 Total Inventory Prepaid Expenses Other Current Assets, Total 93.21 36.11 37.08 36.59 815.10 855.15 825.38 764.01 Property/Plant/Equipment, Total — Gross – 1,038.13 966.92 910.00 Accumulated Depreciation, Total – –649.01 –611.21 –577.39 126.00 87.83 87.78 87.99 58.03 32.44 33.71 37.35 Total Current Assets Goodwill, Net Intangibles, Net Other Long-Term Assets, Total 147.94 131.80 103.36 98.36 1,555.23 1,496.35 1,405.95 1,320.32 Accounts Payable 148.76 123.98 123.44 123.88 Accrued Expenses 175.80 105.42 103.70 92.79 – 0.00 0.00 0.00 10.00 – – – 0.73 64.78 54.12 49.98 335.29 294.18 281.27 266.66 Total Long-Term Debt 87.50 0.00 0.00 0.00 Total Debt 97.50 0.00 0.00 0.00 109.29 38.81 34.81 15.08 14.01 12.98 12.66 12.90 – 54.12 58.05 54.73 546.10 400.09 386.79 349.37 0.00 0.00 0.00 0.00 Total Assets Notes Payable/Short-Term Debt Current Portfolio of Long Term Debt/Capital Leases Other Current Liabilities, Total Total Current Liabilities Deferred Income Tax Minority Interest Other Liabilities, Total Total Liabilities Preferred Stock — Non Redeemable, Net Common Stock, Total 0.48 0.72 0.72 0.71 Additional Paid-In Capital 412.04 386.25 362.74 341.66 Retained Earnings (Accumulated Deficit) 572.71 1,190.25 1,095.54 1,002.98 Treasury Stock — Common –3.41 –517.89 –476.75 –412.76 Other Equity, Total 27.31 36.92 36.92 38.37 Total Equity 1,009.13 1,096.26 1,019.16 970.95 Total Liabilities & Shareholders’ Equity 1,555.23 1,496.35 1,405.95 1,320.32 47.47 50.98 51.38 52.89 Total Common Shares Outstanding Source: Based on the accounting data filed with SEC and retrieved from EDGAR. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 10 9B15N001 EXHIBIT 3: JOS. A. BANK’S INCOME STATEMENT IN THE PERIOD 2010 TO 2013 12 months ending 2013-02-02 12 months ending 2012-01-28 12 months ending 2011-01-29 12 months ending 2010-01-30 1,049.31 979.85 858.13 770.32 Cost of Revenue, Total 437.55 371.58 320.58 298.19 Gross Profit 611.76 608.27 537.54 472.12 Selling/General/Admin. Expenses, Total 482.12 448.57 394.74 353.12 1.20 0.30 1.20 1.60 Total Operating Expense 920.87 820.45 716.52 652.91 Operating Income 128.44 159.41 141.61 117.40 Income Before Tax 128.84 159.44 142.06 117.38 Income After Tax 79.70 97.49 85.80 71.16 Net Income 79.70 97.49 85.80 71.16 Diluted Weighted Average Shares 28.01 27.96 27.85 27.78 Diluted EPS Excluding Extraordinary Items 2.84 3.49 3.08 2.56 Dividends per Share — Common Stock Primary Issue 0.00 0.00 0.00 0.00 Diluted Normalized EPS 2.87 3.49 3.11 2.60 In US$ millions (except for per share items) Total Revenue Unusual Expenses (Income) Source: Based on the accounting data filed with SEC and retrieved from EDGAR. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 11 9B15N001 EXHIBIT 4: JOS. A. BANK’S BALANCE SHEET IN THE PERIOD 2010 TO 2013 In US$ millions (except for per share As of 2013- As of 2012- As of 2011items) 02-02 01-28 01-29 Cash & Equivalents As of 201001-30 71.29 87.23 80.98 21.85 Short-Term Investments 305.83 240.25 189.79 169.74 Cash and Short-Term Investments 377.12 327.48 270.77 191.59 Accounts Receivable — Trade, Net 10.64 15.91 9.53 5.86 Total Receivables, Net 13.35 18.93 12.31 6.76 330.50 304.65 233.31 218.32 21.22 17.86 16.71 15.14 Total Current Assets 742.19 668.93 533.10 431.81 Property/Plant/Equipment, Total — Gross 356.05 322.20 286.30 262.38 –203.69 –177.81 –157.70 –138.25 0.30 0.29 0.34 0.42 894.85 813.61 662.04 556.36 Accounts Payable 53.78 66.66 31.50 18.23 Accrued Expenses Total Inventory Prepaid Expenses Accumulated Depreciation, Total Other Long-Term Assets, Total Total Assets 73.98 62.56 53.92 47.58 Notes Payable/Short-Term Debt 0.00 0.00 0.00 0.00 Current Port. of LT Debt/Capital Leases 10.67 10.24 9.74 8.90 Other Current Liabilities, Total 31.91 28.61 29.77 33.84 170.35 168.08 124.95 108.55 Total Current Liabilities Total Long-Term Debt Total Debt Deferred Income Tax Other Liabilities, Total Total Liabilities Common Stock, Total Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Other Equity, Total Total Equity Total Liabilities Equity & Shareholders’ Total Common Shares Outstanding 0.00 0.00 0.00 0.00 10.67 10.24 9.74 8.90 9.79 11.97 4.15 1.61 47.14 48.62 50.27 52.90 227.28 228.68 179.36 163.05 0.28 0.28 0.28 0.18 94.76 91.77 86.79 83.25 572.72 493.02 395.53 309.82 -0.19 -0.13 0.08 0.06 667.56 584.93 482.68 393.31 894.85 813.61 662.04 556.36 27.96 27.83 27.62 27.53 Source: Based on the accounting data filed with SEC and retrieved from EDGAR. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 12 9B15N001 EXHIBIT 5: MULTIPLES FROM COMPARABLE COMPANIES Company Symbol Market cap in $billion P/E EV in $billion Men’s Wearhouse MW 2.39 29.65 2.45 EBITDA in $million 230.09 Jos. A. Bank Industrial average Yahoo! Industrial average Damodaran JOSB 1.80 0.85 28.07 19.28 1.46 – 133.93 79.75 Burlington Stores Inc. Abercrombie & Fitch American Eagle BURL 2.30 143.01 3.59 363.82 9.87 ANF AEO 3.01 2.47 56.21 30.48 2.60 2.04 555.74 530.43 4.68 3.85 ANN Buckle Chico’s FAS Christopher & Banks Citi Trends Coldwater Creek DSW Inc. Express Foot Locker Francesca’s Holdings Gap Genesco Gordmans Hanesbrands Jos. A. Banks L. Brands New York & Co. Nordstrom Ross Stores Shoe Carnival Stage Stores Stein Mart The Children’s Place The Finish Line TJX Comp Urban Outfitters Zumiez ANN BKE CHS CBK CTRN CWTR DSW EXPR FL FRAN 1.94 2.29 2.51 0.24 0.26 0.02 3.06 1.37 6.77 0.87 19.20 14.01 40.90 29.09 414.75 22.50 11.78 16.19 18.73 1.74 2.10 2.37 0.19 0.19 0.10 3.01 1.25 6.04 0.86 265.48 303.92 396.89 2.34 19.42 -21.27 306.34 319.25 736.00 85.62 6.56 6.92 5.96 80.77 9.84 -4.75 9.83 3.92 8.21 10.03 GPS GCO GMAN HBI JOSB LB NWY JWN ROST SCVL SSI SMRT PLCE FINL TJX URBN ZUMZ 18.41 1.84 117.00 7.48 1.80 16.85 0.30 11.95 15.75 0.48 0.77 0.63 1.23 1.38 43.08 5.38 0.78 14.91 18.21 8.74 23.13 28.07 18.99 93.20 16.61 18.94 17.69 47.65 24.98 22.48 20.37 20.53 19.31 16.87 18.30 1.82 0.17 8.86 1.46 20.31 0.23 13.74 15.47 0.43 0.89 0.57 0.92 1.27 41.91 4.85 0.65 2430.00 232.55 45.43 504.56 133.93 1950.00 37.30 1710.00 1460.00 65.11 124.65 60.13 168.14 145.97 3630.00 494.24 93.24 7.53 7.82 3.70 17.57 10.89 10.42 6.09 8.04 10.60 6.67 7.16 9.43 5.45 8.68 11.55 9.82 6.93 25.18 EV/ EBITDA 10.63 10.89 – 14.12 Source: Created by the authors based on Yahoo! Finance and Prof. Aswath Damodaran’s web page, http://people.stern.nyu.edu/adamodar/, accessed March 28, 2014. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 13 9B15N001 EXHIBIT 6: RISK-FREE RATES, BETAS, IMPLIED RISK PREMIUM Type U.S. Government Bonds 30 Year 10 Year 5 Year 1 Year 3 months JOSB Beta — Yahoo JOSB Beta — Google MW Beta — Yahoo! MW Beta — Google SPX 1yr P/E fwd 1 yr LIBOR rate U.S. Equity Risk Premium Data 3.55% 2.75% 1.75% 0.24% 0.94 1.27 1.39 1.25 15.85 0.15% 4.96% Source: Created by the authors based on Bloomberg.com and Prof. Aswath Damodaran’s web page, http://people.stern.nyu.edu/adamodar/, accessed March 28, 2014. EXHIBIT 7: RECENT MERGER TRANSACTIONS Date Effective 10/07/2013 10/02/2013 07/30/2013 02/13/2013 05/17/2012 06/21/2011 09/13/2011 03/31/2011 01/28/2011 06/02/2010 Target Name Acquirer Name Maidenform Brands Inc. Hudson Clothing LLC True Religion Apparel Inc Warnaco Group Inc. Swank Inc. iFrogz Inc. The Timberland Co. baggallini Inc. Polymer Group Inc. Hanesbrands Inc. Joes Jeans Inc. TowerBrook Capital Partners LP PVH Corp. Randa Accessories Zagg Inc. VF Enterprises Inc. RG Barry Corp. Scorpio Merger Sub Corp. Jones Apparel Group Inc. Stuart Weitzman Holdings LLC Value inc. Net Debt of Target ($million) 556.15 113.16 630.58 Value to EBITDA Value to EBIT 12.55 9.19 8.01 14.96 10.99 9.68 2739.73 56.13 55.00 1915.45 33.80 654.38 10.98 5.32 5.28 12.03 6.19 5.69 14.80 5.52 5.49 14.22 6.29 9.68 180.00 8.82 10.55 Source: Created by the authors based on Bloomberg.com. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. Jos. A. Bank made a hostile tender offer on Oct 9. Source: Created by the authors based on Yahoo! Finance. 25 30 35 40 45 50 55 60 9B15N001 Men’s Wearhouse struck back on November 26. Jos. A. Bank announced acquisition of Eddie Bauer on Feb 14. Men’s Wearhouse increased its hostile bid to US$57.50 per share on January 6. S&P 500 MW EXHIBIT 8: MEN’S WEARHOUSE PRICES FOR THE PERIOD MARCH 1, 2013 TO MARCH 1, 2014 (COMPARED TO S&P 500) Page 14 For the exclusive use of A. Alghafees, 2018. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. Jos. A. Bank made a hostile tender offer on Oct 9. Men’s Wearhouse increased its hostile bid to US$57.50 per share. Jos. A. Bank announced acquisition of Eddie Bauer on Feb 14. Men’s Wearhouse struck back on November 26. S&P 500 JOSB 9B15N001 EXHIBIT 9: JOS. A. BANK’S PRICES FOR THE PERIOD MARCH 1, 2013 TO MARCH 1, 2014 (COMPARED TO S&P 500) Source: Created by the authors based on Yahoo! Finance. 35 40 45 50 55 60 65 Page 15 For the exclusive use of A. Alghafees, 2018. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. Sources: Created by the authors based on the sources noted in the case study. Page 16 EXHIBIT 10: SUIT WARS TIMELINE 9B15N001 For the exclusive use of A. Alghafees, 2018. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 17 9B15N001 ENDNOTES 1 This case has been written on the basis of published sources only. Consequently, the interpretation and perspectives presented in this case are not necessarily those of Eminence Capital, Men’s Wearhouse, Jos. A. Bank or any of their employees. 2 David Gelles, “Founder Missing in Men’s Wearhouse Deal for Jos. A. Bank,” The New York Times, March 11, 2014, http://dealbook.nytimes.com/2014/03/11/mens-wearhouse-nears-deal-for-jos-a-bank/, accessed March 28, 2014. 3 “TIMELINE — Men’s Wearhouse and Jos. A. Bank’s Tux-of-war,” Reuters, February 14, 2014, www.reuters.com/article/2014/02/14/josabank-menswearhouse-idUSL3N0LJ41D20140214, accessed March 28, 2014. 4 Louise Lee, “Spiffing Up Men’s Wearhouse,” Bloomberg Businessweek, October 31, 2004, www.businessweek.com/stories/2004-10-31/spiffing-up-mens-wearhouse, accessed March 28, 2014. 5 “History Timeline,” www.menswearhouse.com/webapp/wcs/stores/servlet/ContentAttachmentView?contentName =MW4ABTtimeline.html&catalogId=12004&top=&parent_category_rn=&categoryId=&langId=-1&storeId=12751, accessed March 28, 2014. 6 Gelles, op.cit. 7 “Doug Ewert Will Be Next Men’s Wearhouse CEO,” January 28, 2011, www.mrketplace.com/12305/doug-ewert-will-benext-mens-wearhouse-ceo/, accessed March 28, 2014. 8 “Men’s Wearhouse, Inc.: Company Information,” http://topics.nytimes.com/top/news/business/companies/menswearhouse-inc/, accessed March 28, 2014. 9 Gelles, op. cit. 10 Dan Primack, “Exclusive: George Zimmer on Being Fired by Men’s Wearhouse, and What’s Next,” Fortune, December 9, 2013, http://fortune.com/2013/12/09/exclusive-george-zimmer-on-being-fired-by-mens-wearhouse-and-whats-next/, accessed March 28, 2014. 11 Becket Adams, “The Men’s Wearhouse Fight Gets Ugly: Read the Statement the Board Released Explaining the Firing of Iconic Leader,” The Blaze, June 25, 2013, www.theblaze.com/stories/2013/06/25/the-mens-wearhouse-fight-gets-ugly-readthe-statement-the-board-released-explaining-the-firing-of-iconic-former-leader/, accessed March 28, 2014. 12 Ashley Lutz, “Fired Men’s Wearhouse Founder George Zimmer Rips On Board In Open Letter,” Yahoo! Finance, June 26, 2013, http://finance.yahoo.com/news/fired-mens-wearhouse-founder-george-204029508.html, accessed March 28, 2014. 13 Lindsey Rupp, “Men’s Wearhouse to Buy Joseph Abboud for $97.5 Million,” Bloomberg, July 19, 2013, www.bloomberg.com/news/2013-07-18/men-s-wearhouse-to-buy-joseph-abboud-for-97-5-million.html, accessed March 28, 2014. 14 Dan Primack, “Why Men’s Wearhouse Bought Joseph Abboud,” Fortune, July 18, 2013, http://fortune.com/2013/07/18/why-mens-wearhouse-bought-joseph-abboud/, accessed March 28, 2014. 15 “Jos A. Bank Clothiers Inc., History,” www.fundinguniverse.com/company-histories/jos-a-bank-clothiers-inc-history/, accessed March 28, 2014. 16 Ibid. 17 Ibid. 18 “Company Information,” www.josbank.com/menswear/shop/CompanyInfoView?langId=1&storeId=11001&catalogId=10050, accessed March 28, 2014. 19 Ibid. 20 http://dress.com/investor_presentation_nov2013.pdf, accessed March 31, 2014. 21 Gelles, op. cit. 22 “TIMELINE,” op.cit.’’ 23 Gelles, op.cit. 24 Nick Summers, “Barbarians at the Suit Racks,” Bloomberg Businessweek, February 6, 2014, www.businessweek.com/articles/2014-02-06/jos-dot-a-dot-bank-mens-wearhouse-takeover-guide, accessed March 28, 2014. 25 Ibid. 26 Adapted from Ruback, R. S. "An Overview of Takeover Defenses." In Mergers and Acquisitions, edited by A. J. Auerback. Chicago: University of Chicago Press, 1988. 27 Ibid. 28 Nasdaq Financial Glossary 29 “The Jonestown Massacre, Remembered,” Time, November 18, 2014 30 “Men’s Wearhouse Rejects $2.3B Buy Offer, Adopts Poison Pill,” Reuters, October 10, 2013, www.cnbc.com/id/101102740, accessed March 28, 2014. 31 Dana Mattioli and Dana Cimilluca, “Men’s Wearhouse Interested in Allen Edmonds,” The Wall Street Journal, October 22, 2013, www.wsj.com/articles/SB10001424052702303448104579151892364648738, accessed March 28, 2014. 32 http://dressmwforsuccess.com/investor_presentation_nov2013.pdf, accessed March 31, 2014. 33 Ibid. 34 Dana Mattioli and Liz Hoffman, “Men’s Wearhouse Bids for Jos. A. Bank, Turning From Target to Suitor,” The Wall Street Journal, November 26, 2013, www.wsj.com/articles/SB10001424052702303281504579221713299025216 ,accessed March 28, 2014. 35 “Origins of the ‘Pac-Man’ Defense,” The New York Times, January 23, 1988, www.nytimes.com/1988/01/23/business/origins-of-the-pac-man-defense.html, accessed July 4, 2014. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. For the exclusive use of A. Alghafees, 2018. Page 18 9B15N001 36 “Volkswagen Agrees to Buy Rest of Porsche for $5.6bn,” BBC News, July 5, 2012, www.bbc.com/news/business18718087, accessed July 4, 2014. 37 Rachel Abrams, “Jos. A. Bank Amends Its Poison Pill,” The New York Times, January 3, 2014, http://dealbook.nytimes.com/2014/01/03/jos-a-bank-amends-its-poison-pill/, accessed July 4, 2014. 38 Lauren Coleman-Lochner, Steven Church and Allison Schwartz, “Eddie Bauer Won by Golden Gate With $286 Million Bid (Update3),” Bloomberg, July 17, 2009, www.bloomberg.com/apps/news?pid=newsarchive&sid=aR5EZy2t2oRg. 39 Roger Yu, “Jos. A. Bank Agrees to Buy Eddie Bauer for $825M,” USA Today, February 14, 2014, www.usatoday.com/story/money/business/2014/02/14/jos-a-bank-buys-eddie-bauer/5479267/, accessed March 28, 2014. 40 Gelles, op.cit. 41 Maureen Farrell, “Meet Eminence Capital: The Hedge Fund Pushing for Men’s Wearhouse Deal,” The Wall Street Journal, November 26, 2013, http://blogs.wsj.com/moneybeat/2013/11/26/meet-eminence-capital-the-hedge-fund-pushing-for-menswearhouse-deal/, accessed July 4, 2014. 42 “KKR Raises Masonite Bid,” The Globe and Mail, February 18, 2005, www.theglobeandmail.com/report-on-business/kkrraises-masonite-bid/article1134828/, accessed July 4, 2014. 43 Ibid. 44 Tyler Durden, “KKR’s Masonite Negotiates Terms Of Its Bankruptcy,” March 3, 2009, www.zerohedge.com/article/kkrsmasonite-negotiates-terms-its-bankruptcy, accessed March 31, 2014. 45 Deborah Yao, “Aramark Agrees to $6.3B Buyout by Group,” The Washington Post, August 8, 2006, www.washingtonpost.com/wp-dyn/content/article/2006/08/08/AR2006080800378_pf.html. 46 “Joseph Neubauer, Aramark,” September 22, 2002, www.businessweek.com/stories/2002-09-22/joseph-neubaueraramark, accessed April 29, 2014. 47 Yao, op cit. 48 Farrell, op.cit. 49 http://dressmwforsuccess.com/investor_presentation_nov2013.pdf, accessed March 31, 2014. 50 Ed Hammond, “Men’s Wearhouse Files Suit Against Rival Jos. A. Bank Over Eddie Bauer Deal,” Financial Times, February 24, 2014, www.ft.com/cms/s/0/239c1f34-9d60-11e3-a599-00144feab7de.html, accessed March 28, 2014. 51 http://dressmwforsuccess.com/investor_presentation_nov2013.pdf, accessed March 31, 2014. 52 Hammond, op. cit. This document is authorized for use only by Abdulaziz Alghafees in FNAN 498-Spring 2018 taught by David R. Gallay, George Mason University from January 2018 to May 2018. Topic: Suit Wars: Men's Wearhouse Versus Jos. A. Bank Questions: 1. What is the business of each company and what are the synergies between them? 2. What kind of synergies, and their magnitude, do you expect in this merger? 3. Why did Men's Wearhouse and later Jos. A. Bank resist the offer? How did they do it? 4. What shoud Eminence Capital do at this juncture in the case? 5. How should the offer be financed -- cash for stock (and why)? What is the impact on share accrection/dilution? 6. If Men's Wearhouse decides to pay by cash, how will it obtain $2 billion to pay for the merger? Are there sufficient projected cash flows to pay off the debt? Formatting: 4-5 pages approximately - well written (grammatical and ideal). Avoid generalization and passive voice use active voice. double-spaced, Times New Roman, 12-point font, and 1-inch margins. To cite and reference professional or academic sources, use the author-date system as prescribed in Chicago style Specific instructions for in-text citations and referencing are found at http://www.chicagomanualofstyle.org/tools_citationguide/citation-guide-2.html Only Credible sources allowed. scholarly development : Learning Outcome Core Articulate and refine a question, problem, or challenge Method Appropriately analyze scholarly evidence Exceptional Articulate and refine a novel, focused, and manageable question, problem, or challenge that has a strong potential to contribute to the field. Provide sophisticated analysis or synthesis of new and previous evidence to make original, insightful contributions to knowledge. Creation Take responsibility for creating and executing an original scholarly or creative project Independently design a project that makes original contributions to knowledge, make sophisticated modifications to research or design strategies as the project progresses, and successfully complete the project. Communication Communicate -- with clarity, accuracy, and fluency -- the results of a scholarly or creative project through publishing, presenting, or performing, employing highly-effective conventions appropriate to the audience and context. Communicate -- with clarity, accuracy, and fluency -- the results of a scholarly or creative project through publishing, presenting, or performing, employing highly-effective conventions appropriate to the audience and context. writing skills: Style Organization Content Category Criterion Exemplary Approach to subject matter Original, logical approach to topic that acknowledges complexity and/or ambiguity; sustained, consistent analysis Development of primary ideas Main ideas well-defined and developed with depth and thoroughness Use of evidence Evidence is germane, critically evaluated, and convincingly interpreted Introduction Engages reader as it develops focus and purpose Sequence and development of paragraphs Logical, coherent sequence of paragraphs demonstrating clear analytical development; fluid transitions between ideas Conclusion Sums up main ideas and points to larger implications or places ideas in broader context Grammatical norms Consistently uses standard spelling, punctuation, and grammar Diction Thoughtful, clear word choice Research Category Criterion Exemplary Voice Writer’s unique sensibility revealed Sentence clarity and conciseness Clear, vigorous, concise sentences Choice of sources Number and types of sources thoroughly address topic Integration of sources Source material thoughtfully and smoothly integrated Documentation of sources Consistently uses standard documentation procedures in text and bibliography
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Finance Case study: Corporate Restructuring
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Finance Case study: Corporate Restructuring

Questions
1. What is the business of each company and what are the synergies between them?
Both companies specialize in the men's garment industry and operate a large number of brick and
mortar stores in addition to online stores. Men’s Warehouse (MW) focuses on men's suits and
hires tailors in the United States and Canada for its Tuxedo rental segment. Jos. A . Bank has a
full range of men's clothing, such as tailored and casual clothing, shoes, and accessories1. The
possible synergies between the two companies are economies of scale, economies of scope,
financial synergies and market power. In spite of this, there are still many obstacles to the
synergy. One of the potential problems of achieving synergies may be the combination of the
activities of the two companies2. From the outset, alignment of the route and communication
structure may be problematic. Second, people will think there will be no duplication of tasks, and
the issue of creating better value for employees and retaining them can be a huge one because
they are hard to quantify. The establishment of a new corporate culture, the integration of
functions and departments may be the greatest threat to achieving synergy1.

2. What kind of synergies and their magnitude do you expect in this merger?
Economies of scale
Given that both companies operate in the same unit and serve a similar customer base, a possible
merger will inevitably increase purchasing efficiency. In addition, fixed storeroom costs can be

1.

FTC Approves Men’s Warehouse, Jos. A. Bank Merger. (n.d.). Retrieved
fromhttp://247wallst.com/retail/2014/06/03/ftc-approves-mens-wearhouseJos-a-bank-merger/

Finance Case Study

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reduced by optimizing warehouse space and connecting the two companies under one roof. In
summary, the operating costs, inventory, and depreciation of assets...


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