Rhône transfers 50% ownership of HBC preferred shares to WeWork Property Advisors

CPE News – pcJournal (7/16/2018) – Rhône Capital L.L.C. has transferred approximately 50% of equity interest in Fabric-Charles Holdings LP to WeWork Property Advisors LLC (WPA), a joint venture between Rhône and WeWork Companies Inc.

WPA indirectly acquired the equity interest from Fabric Holdings LP, an affiliate of investment funds managed by Rhône.

Fabric-Charles Holdings LP is the sole shareholder of Fabric Luxembourg Holdings S.à r.l., which is the registered holder of 50,919,608 preferred shares of Hudson’s Bay Company (TSX: HBC) As previously disclosed, the WPA Transfer was contemplated at the time of Rhône’s initial US $500 million or CDN $632 million equity investment in HBC.

WPA paid approximately US $248 million or CDN $326 million, including interest payable, representing approximately US $9.83 pr CDN 12.93 per Preferred Share.

As of May 10, 2018, HBC largest shareholders included Fabric Luxembourg Holdings (22% voting), L&T B (Cayman) Inc.(12.5%), Hanover Investments (Luxembourg) S.A. (13.8%) and
Abrams Capital Management, L.P. (9.7%). Hanover Investments is indirectly wholly owned and controlled by the Abu Dhabi Investment Council.

photo credit: HBC

News Release

Rhône Announces Indirect Transfer of Interest in Preferred Shares of Hudson’s Bay Company to WeWork Property Advisors

FOR IMMEDIATE RELEASE

Toronto, Ontario (July 16, 2018) – Rhône Capital L.L.C. and its affiliates (“Rhône”) and affiliates of WeWork Property Advisors LLC, a joint venture between Rhône and WeWork Companies Inc. (“WPA”), announced today that on July 13, 2018 WPA indirectly acquired approximately 50% of the equity interests in Fabric-Charles Holdings LP from Fabric Holdings LP, an affiliate of investment funds managed by Rhône (the “WPA Transfer”). Fabric-Charles Holdings LP is the sole shareholder of Fabric Luxembourg Holdings S.à r.l. (“Fabric Luxembourg”), which is the registered holder of 50,919,608 preferred shares (“Preferred Shares”) of Hudson’s Bay Company (“HBC”). As previously disclosed, the WPA Transfer was contemplated at the time of Rhône’s initial equity investment in HBC.

There has been no change in the holdings of Preferred Shares by Fabric Luxembourg as a result of the WPA Transfer. Fabric Luxembourg holds 50,919,608 Preferred Shares, representing 100% of the issued and outstanding Preferred Shares.

As of the date of this press release, Fabric Luxembourg’s Preferred Shares are convertible into 52,670,020.4125 common shares of HBC (“Common Shares”), representing approximately 22.3% of the issued and outstanding Common Shares, on an as-converted and partially diluted basis. The calculation of the foregoing percentage is based on 183,073,362 Common Shares outstanding as of May 5, 2018. Through its equity interests in Fabric-Charles Holdings LP, Rhône has an interest in approximately 50% of the Preferred Shares held by Fabric Luxembourg or 25,734,769.88 Preferred Shares (such Preferred Shares being convertible, as of the date hereof, into 26,619,428.3165 Common Shares, representing approximately 12.7% of the outstanding Common Shares on an as-converted and partially-diluted basis (assuming no conversion of the Preferred Shares in which WPA has an interest)) and WPA has an interest in approximately 50% of the Preferred Shares held by Fabric Luxembourg or 25,184,838.12 Preferred Shares (such Preferred Shares being convertible, as of the date hereof, into 26,050,592.0960 Common Shares, representing approximately 12.5% of the outstanding Common Shares on an as-converted and partially-diluted basis (assuming no conversion of the Preferred Shares in which Rhône has an indirect interest)).

WPA paid approximately U.S.$248 million (C$326 million) for its equity interest in Fabric-Charles Holdings LP, including interest payable, representing approximately U.S.$9.83 (C$12.93) per Preferred Share.

Fabric Luxembourg and its joint actors have acquired the Preferred Shares for investment purposes, subject to the following:

Fabric Luxembourg intends to review on a continuing basis its investment in HBC. Subject to the restrictions imposed on Fabric Luxembourg pursuant to an investor rights agreement between Fabric Luxembourg and HBC dated October 24, 2017 or the arrangements agreed to between WPA and Rhône, Fabric Luxembourg may seek to sell or otherwise dispose of some or all of HBC’s securities (which may include, but is not limited to, transferring some or all of such securities to its affiliates or to joint ventures which its affiliates have established) from time to time, and/or may seek to acquire additional securities of HBC (which may include rights or securities exercisable or convertible into securities of HBC) from time to time, in each case, in open market or private transactions, block sales or acquisitions or otherwise. Any transaction that Fabric Luxembourg may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of HBC’s securities, subsequent developments affecting HBC, HBC’s business and HBC’s prospects, other investment and business opportunities available to Fabric Luxembourg, general industry and economic conditions, the securities markets in general, tax considerations, applicable law and other factors deemed relevant by the Investor.

Contact and Further Information

The head office of HBC is located at 8925 Torbram Road, Brampton, Ontario, L6T 4G1.

Fabric Luxembourg’s head office is located at 14, rue Edward Steichen, L-2540 Luxembourg.

Fabric Luxembourg’s most recent early warning report is dated December 8, 2017. An early warning report updating any change in a material fact set out in the December 8, 2017 early warning will be filed by Fabric Luxembourg in accordance with applicable securities laws and will be available under HBC’s profile on the SEDAR website at www.sedar.com.

For more information, or to obtain a copy of the report filed by Fabric Luxembourg in connection with this press release, please contact:

Fabric Luxembourg Holdings S.à r.l.
c/o Rhône Capital L.L.C.
12 East 49th Street, 20th Floor
New York, NY 10017
Attention: Jon Hoffman
Telephone: +44-20-7409-8207
Email: hoffman@rhonegroup.com