BUSINESS: ICYMI Safilo Group Acquires 61.34 Percent of Privé Revaux By Staff Monday, February 10, 2020 10:00 AM Privé Revaux founder, David Schottenstein, seated, with celebs (l to r) Hailee Steinfeld, Jamie Foxx, Jeremy Piven, and Ashley Benson. PADUA, Italy and MIAMI—Safilo Group S.p.A (Reuters SFLG.MI ) has announced the acquisition of a 61.34 percent equity interest in the Miami-based company Prive Goods, LLC, which operates Privé Revaux. The company said that the deal was signed and closed today. David Schottenstein, Privé Revaux's founding entrepreneur and CEO retains ownership of approximately 15.5 percent of the equity, while the remainder is held by celebrities Jamie Foxx, Hailee Steinfeld and Ashley Benson (who are co-founders and partners), senior management of the company, and certain other investors. Private equity fund TSG Consumer Partners and its affiliates sold their entire stake in Privé Revaux to Safilo Group and other equity holders of the company.Founded in 2017, Privé Revaux is a fast-growing U.S. eyewear brand fueled by "a strategic celebrity ecosystem," as the announcement described it, bringing in high caliber social media engagement and strong digital marketing which has gained traction with consumers. Privé Revaux was built on a shared passion for style and quality with the goal of disrupting the eyewear industry and making premium, quality eyewear products accessible to everyone. In an interview with VMAIL just minutes after the announcement today, Angelo Trocchia, Safilo Group CEO and David Schottenstein,founder, Prive Revaux, talked about the mutual benefits of the deal to both companies as they "learn and grow" from each other, with an eye toward working together, first in the U.S. and soon, internationally. Schottenstein will remain CEO of Privé Revaux which will continue to run out of its Miami headquarters. Trocchia told VMAIL, "We have been looking to build a 'new' Safilo as we've discussed in our four-year strategic plan. And when I met David and the team at Privé Revaux, we started talking and realized rather quickly that we can learn so many things from each other. Privé Revaux is achieving a modern way of speaking to the consumer, its use of social networking and celebrity influencers is a micro system that will add tremendous value. At the same time, Safilo can be a very supportive resource to their goals."Trocchia emphasized, "David and his team will continue to be based in Miami and will run the show. Safilo will support them in many ways, they have the resources of our know-how and our experience in 40 countries, but there will not be any disruption in their positioning or their ideas of creating excitement for this brand."Schottenstein noted, "You know our energy and pace of working. And I think Angelo takes the same approach to Safilo. Working together is going to be an exciting journey."Privé Revaux has extended its assortment of affordable and quality frames beyond traditional sunglasses into blue light blocking glasses to combat digital eye strain and has brought their unique, fashion-forward perspective to reading glasses. The company distributes through a broad set of channels and retail partners, both online and offline. Privé Revaux has an exclusive partnership this year with American's Best on a collection of optical frames, as VMAIL reported last month. And last fall, the company discussed with VMAIL the expansion of the company's executive team and its celebrity capsule collections. Since inception, Privé Revaux has carefully curated relationships with celebrities who wear and endorse its products. Catering to a diverse fan base, the brand has leveraged its celebrity appeal to new customers through a distinctive capsule collection program of co-branded styles designed by major celebrity influencers, and is continually adding to its roster of talent with new collections seasonally.In 2019 Privé Revaux recorded net sales of approximately $20 million, an increase of 90 percent compared to the previous year, and plans to continue strongly growing in 2020. Kavanagh Consulting acted as advisors to Privé Revaux on the deal.Trocchia said, “We are very pleased to enrich our proprietary brand portfolio with Privé Revaux, a fast-growing U.S.-origin brand, which contributes a millennial-focused digital marketing strategy and whose mission is to offer affordable, high-quality, beautifully designed eyewear, using celebrities’ endorsements to drive brand awareness and sales. Privé Revaux has successfully created a repeatable and scalable strategy with celebrity capsule programs that can be introduced into various markets around the world, a consumer-centric marketing model from which we can learn and leverage on, while putting our capabilities at its disposal for its global expansion.”Schottenstein stated, “This is a monumental moment for Privé Revaux, and a true turning point in our business. We have worked tirelessly to bring consumers tangible quality and style when it comes to eyewear, at a fair and reasonable price and Safilo believes in our vision and goal. I couldn’t be prouder of what this brand has accomplished in only a few short years, and with Safilo in our corner, the sky’s the limit.” “When we started Privé Revaux we knew we were going to shake things up, we just didn’t realize how quickly and to what extent," added Jamie Foxx, partner and co-founder. "Now, with Safilo’s know-how and expertise, we can turbo charge this and take it to a completely different level, on a global scale. "Getting together with a company like Safilo is truly an honor and really says a lot about who we are as a brand. Looking at our opportunities, both in terms of continuing to grow Privé Revaux and in terms of really helping to grow Safilo’s existing brands, it is obvious to me that this made sense and was meant to be. I am so excited for the coming years and am very much looking forward to working with Safilo,” said Hailee Steinfeld, partner and co-founder, Privé Revaux. “We live in a fast-changing world, specifically a fast-changing retail world. Clearly Safilo has the vision to see that Privé Revaux can help Safilo create something new in eyewear and I very much look forward to being a part of that,” said Ashley Benson, partner and co-founder, Privé Revaux. The overall consideration for the 61.34 percent controlling interest in the company is $67.5 million (corresponding to €61.6 million at the exchange rate on the announcement date), the announcement said.The equity interests held by David Schottenstein and the other minority equity holders are subject to customary reciprocal put and call options which can be exercised starting from 2023. The acquisition has been financed partially through a loan provided by Safilo’s reference shareholder, Multibrands Italy B.V., controlled by HAL Holding N.V., and for the remaining portion through available resources. With respect to the company’s communication on Dec. 9, 2019, the financing contract approved by Safilo’s board of directors on Dec. 1, 2019 has been replaced by a new single financing contract entered into between Safilo S.p.A. and Multibrands Italy B.V on Feb. 6, 2020 for a total amount of €90 million. This single loan agreement is aimed at financing in part, for €30 million, the acquisition of Privé Revaux, and at fully financing the acquisition of Blenders Eyewear LLC, as communicated to the market on Dec. 9, 2019, upon its closing date and previously reported by VMAIL. The loan is subordinated to Safilo Group’s existing financing signed in October 2018 with its lending banks. The loan executed with Multibrands Italy B.V. represents a “transaction with a related party of greater importance” as the Equivalent-value relevance ratio (i.e. the ratio between the counter value of the loan and the consolidated shareholders’ equity as of June 30, 2019) is above the threshold of 5 percent, the announcement said. As such, the execution of the loan agreement has been approved by the Safilo board on Feb. 6, 2020 upon the favourable opinion of the Related Parties Committee dated Feb.4, 2020, on the interest of the group in entering the loan and on the convenience and substantial fairness of the relevant terms and conditions. The required informative document will be made available within the timeframe provided for by the law, Safilo said.