After an almost 30-year run as a public company, Guess? Inc., a downtown denim company and retailer, agreed to go private in a $1.4 billion deal with New York-based brand development and licensing platform Authentic Brands Group.

As part of the deal, Authentic Brands will acquire 51% of Guess common stock in an all-cash transaction that values Guess at $1.4 billion. Owning the remaining 49 % will be a group of existing shareholders, dubbed rolling stockholders, who are brand co-founders Maurice Marciano, Paul Marciano, Nicolai Marciano and Carlos Alberini, the company’s chief executive.

Shareholders, other than the rolling stockholders, will receive $16.75 per share in cash. It represents a premium of 73% of Guess’ unaffected closing common stock price on March 14, which was the last trading day prior to a non-binding acquisition proposal from New York-based management firm WHP Global, which owns brands such as Toys “R” Us, Vera Wang and Rag & Bone. The company proposed to take Guess private at a valuation of $13 per share in cash, according to Reuters.

Guess will continue under its existing leadership, according to an announcement from Authentic Brands. Alberini said the deal would help the denim brand strengthen its foundations and remain competitive.

“As a private company benefiting from the perspectives of a globally recognized licensing partner, Guess will have enhanced flexibility to navigate today’s complex operating environment and execute on a more targeted, long-term strategy, enabling us to even better serve customers around the world,” Alberini said.

Shifting fashion strategies

Authentic Brands plans to develop Guess offerings into new categories and territories. The company also will continue leverage Guess’ more than 40 years of fashion, said Authentic Brands President Matt Maddox.

“Guess’ international scale and market strength create a runway to accelerate Authentic’s growth around the world,” Maddox said. “This acquisition expands our presence in existing markets, open doors to new ones and builds a brand platform with a proven record of success.”

The transaction will be financed through a mix of rollover equity and cash commitments by Authentic Brands, based on the announcement.

The Guess deal comes as fashion brands and retailers are battling economic headwinds. Skechers U.S.A. Inc. announced in May that it would go private in a $9.4 billion deal. Forever 21 filed for chapter 11 bankruptcy in March. Authentic Brands acquired 37% of Forever 21’s intellectual property in 2020.

Guess, which is slated to report quarterly earnings on Wednesday, has been a major player in Los Angeles fashion since the early 1980s, when the Marciano brothers made a splash by introducing European style, slim fitting jeans to California fashion. The company eventually opened retail stores and currently has about 1,074 shops in the Americas, Asia and Europe. The brand’s product categories expanded into a wide array of goods which includes watches, fragrance, handbags, eyewear and children’s clothing.

The brand’s ads were a common sight in fashion magazines, featuring super models
like Claudia Schiffer and Anna Nicole Smith. The Marciano family also developed the self-named Marciano Art Foundation, which exhibits the family’s art collection in a gallery in West Los Angeles.

The deal is expected to close at the end of Guess’ 2026 fiscal year.

J.P. Morgan Securities served as financial adviser to Authentic during the deal for Guess Latham & Watkins acted as legal counsel to Authentic. A team from downtown-based O’Melveny & Myers as well as Morris, Nichols, Arsht & Tunnell in Delaware also acted as legal counsel to Guess.