Nordian Capital completes J-Club acquisition

Harriet Matthews
26 October 2020

Tweet
Facebook
LinkedIn
Google plus
Send to

Nordian Capital has acquired a majority stake in accessories producer J-Club; the GP intends to draw a line under the dispute that saw Nordian attempt to pull out of the deal as the coronavirus crisis took hold.

According to the same statement, Nordian plans to support the company's international growth, as well as the expansion of its product range to categories including hair accessories and winter accessories.

Sell-side adviser NautaDutilh said in a statement issued in September 2020 that J-Club's EBITDA and revenues have increased in 2020, in spite of the coronavirus crisis.

Co-founders Sjoerd Everts and Marcel van Doorn will remain as minority shareholders in the business.

J-Club began a structured auction process to find an acquirer in October 2019 and Nordian was subsequently selected as the buyer. Het Financieele Dagblad reported in March 2020 that Nordian was seeking to renegotiate the acquisition, following coronavirus lockdowns that meant that many of the retail stores in which J-Club's products are sold were forced to close.

The GP cited concerns about the financing of the deal, according to publicly available court documents; Idinvest had refused to proceed with the financing arrangements, in which the lender was set to provide €40m.

In May 2020, Nordian was ordered by a Dutch court to proceed with the deal, as reported. An enterprise value of €125m had originally been agreed for the company, with €100m to be paid on closing and €25m conditional on the realisation of a 3x money multiple, after which 50% of the proceeds (up to €25m) would be payable to the company's two founders.

A subsequent case was subsequently brought by J-Club in a bid to seek agreement from Nordian to comply with the original SPA. The proceedings concluded in September. Nordian was ordered by the court to comply, or to face a penalty of €10m, plus €100,000 per additional day.

Nordian is deploying equity via its third fund, which held a final close in June 2019 on €320m.

Rabobank, DMF and FundIQ provided debt to back the deal, the GP said in a statement.

Company
J-Club produces fashion accessories, jewellery and greetings cards for sale in retailers such as department stores. The company serves 40 retailers in a total of 12,500 stores, according to a statement. It generates 80% of its sales in the Netherlands. Founded in 2010, the business has 1,200 employees. The company reported EBITDA of €9m in 2019.

People
Nordian Capital – Joost Verbeek (managing partner).
J-Club – Sjoerd Everts, Marcel van Doorn (co-founders).

Advisers
Equity – Nielen Schuman (debt advisory).
Vendor – Rabobank (M&A); NautaDutilh, Jeroen Preller (legal).