Private Share Sale and Support Agreement
McCullough O’Connor Irwin LLP, together with Choate, Hall & Stewart LLP (“Choate”) represented Dennis J. (“Chip”) Wilson, the founder and current director of lululemon athletica inc. (“lululemon”) in the US$845 million sale of approximately one-half of his direct and indirect shareholdings in lululemon to Advent International (“Advent”), one of the largest and most experienced global firms dedicated to private equity. The transaction was announced August 4, 2014 and closed September 9, 2014. In conjunction with the sale, we and Choate represented Mr. Wilson in negotiating and settling the terms of a support agreement with lululemon and Advent.
Under the support agreement, Advent is entitled to nominate two directors to lululemon’s board, expanding the board to 12 members and to certain key committees. As previous members of the lululemon board, the Advent nominees, David Mussafer and Steve Collins, have significant knowledge of lululemon’s unique business and culture and Advent, with its global reach, is well positioned to assist lululemon with its international expansion to Europe and Asia. Under the support agreement, lululemon will engage a consultant to review and make recommendations on lululemon’s corporate governance and Advent and Mr. Wilson have also agreed to certain standstill provisions for lululemon’s 2015 and 2016 annual general meeting.