Golden Gate Capital to Acquire J. Jill for Approximately $75 Million

The Talbots, Inc. (NYSE:TLB) today announced that it has signed a definitive agreement to sell substantially all of the J. Jill brand assets to Jill Acquisition, LLC, an affiliate of Golden Gate Capital, a San Francisco-based private equity investment firm, for approximately $75 million, subject to certain post-closing adjustments.

“This is a significant strategic step forward for Talbots as it enables us to focus our time, resources and attention exclusively on rejuvenating our core Talbots brand and return to profitable growth,” said Trudy F. Sullivan, Talbots President and Chief Executive Officer. “Paula Bennett and her team have made tremendous progress in improving the J. Jill brand merchandise and its creative presentation across all channels of business. We are confident that Golden Gate Capital will be an excellent partner to help J. Jill achieve its true long-term potential.”

As part of the transaction, J. Jill will continue to be led by Paula Bennett, J. Jill brand President. All of the J. Jill brand employees located at the Quincy, MA and Tilton, NH facilities and at the transferred store locations will remain employed by the buyer. J. Jill will continue to operate under the same brand name, will remain headquartered in Quincy, MA, and will continue to operate its distribution center in Tilton, NH.

The transaction includes the transfer of certain assets and liabilities to the buyer, including the Tilton, NH distribution facility, sublease of a portion of the Quincy, MA office facility, and substantially all of the brand’s intellectual property and inventories. Two hundred and four of the existing 279 J. Jill brand store leases will be assigned to the buyer and will continue to operate. The 75 remaining J. Jill brand store leases will be retained by Talbots and are currently expected to be closed by Talbots within the next sixty days.

Paula Bennett, J. Jill brand President, commented, “My team and I are delighted to partner with Golden Gate Capital. They have an outstanding reputation for developing great multi-channel businesses and we look forward to working with them to maximize the potential of the J. Jill brand as an independent company.”

The closing of the proposed transaction is anticipated to occur in the second quarter of fiscal 2009 and is subject to customary closing conditions, including the expiration of the antitrust waiting period. The purchase agreement contains customary representations, warranties, covenants and indemnification provisions.