Genesco/Finish Line Announce Formal Merger Agreement

Genesco Inc. (GCO) andFinish Line Inc. (FINL) announced Monday a formal merger agreement in which GCO shareholders will receive $54.50 per share in cash.

As with virtually every transaction in this industry - retail or manufacturing of athletic apparel/footwear - there will be no interest from the FTC. The combination of these two entities will essentially establish a diversified retailer, with a strong presence in both brick mortar and online distribution. HSR consent can be expected in 30-days or less in this case.

This also looks like a deal where the SEC review will be relatively swift. GCO has not had any major issues involving its annual and/or quarterly reporting since 2003 when a few revisions were required in both cases. Factoring in the all-cash nature of the deal and the very fast pace of proxy reviews these days, and this transaction becomes a candidate for an SEC review waiver. At worst, a 45-day proxy review may occur, which would result in a GCO shareholder meeting and close in roughly late-September/early-October. More likely, the companies will be able to obtain SEC consent in time to close the deal by the first week or two of September - assuming the first proxy is filed by mid-July.

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