Guess? has partnered with the global brand management firm WHP Global — which owns the Toys ‘R’ Us and Babies ‘R’ Us brands as well as a stake in Express — to acquire the New York-based fashion brand Rag & Bone. The deal is expected to close during Q1 of the Guess? 2025 fiscal year, in March 2025.
Rag & Bone currently operates 34 stores in the U.S. and two stores in the UK, and the brand also is sold in boutiques, department stores and online globally. In 2023, Rag & Bone generated unaudited annual revenue of approximately $250 million and adjusted EBITDA of $18 million.
Guess? will acquire all the Rag & Bone operating assets with its contribution of $56.5 million toward the purchase, while Guess? and WHP Global will jointly own Rag & Bone’s intellectual property. Additionally, there is the potential for an incremental earnout consideration of which Guess? will be responsible for a maximum of $12.8 million, based on preset levels of sales and EBITDA performance over the course of Rag & Bone’s 2024 fiscal year. No details were provided on what WHP, which is privately owned, contributed to the deal.
The acquisition underscores the Guess? long-term growth strategy to power a bigger business. The potential in terms of revenue growth and operational efficiencies for Rag & Bone is expected to make the transaction accretive to earnings per share for Guess? in the first year.
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“Rag & Bone is a brand I have always loved and respected,” said Paul Marciano, Co-founder and Chief Creative Officer of Guess? in a statement. “It is a brand well known for its pre-eminence in American fashion that over the years has stayed true to its roots and founding values, with an unwavering commitment to quality and authenticity. This acquisition is the first one in the 43-year history of Guess? and I am thrilled to welcome Rag & Bone to our family.”
To manage the Rag & Bone IP, Guess? and WHP have entered a 50-50 joint venture. The joint venture will then grant Guess? the exclusive rights to use Rag & Bone IP to manufacture licensed products worldwide and to sell licensed products in specified territories, in exchange for a royalty fee paid back to the joint venture.
WHP entered a similar agreement with fashion brand Express in late 2022, in which those partners together planned to acquire other fashion brands (Bonobos was their first joint acquisition, in April 2023), while WHP acquired the Express IP in order to monetize the brand through licensing deals. The future of that deal is in doubt, however, as reports circulate that Express is considering bankruptcy.
“The acquisition of Rag & Bone aligns us with powerful partners and grows WHP Global’s portfolio to over $7.5 billion in retail sales across 11 brands,” said Yehuda Shmidman, Chairman and CEO of WHP Global in a statement. “We have great respect for Rag & Bone’s business and brand positioning and look forward to building on its success as we capture the compelling opportunities ahead.”
Rag & Bone will continue to be based in New York City and will operate as an independent fashion brand within the Guess? portfolio, while maximizing global expansion opportunities through Guess? and WHP.
“Today marks the beginning of an exciting new chapter as Rag & Bone joins forces with a much larger international fashion company,” said Andrew Rosen, Chairman at Rag & Bone in a statement. It’s a great opportunity for our team to take the brand to the next level, blending our unique styles and respective expertise to create new possibilities for Rag & Bone on a global scale.”
