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November 12th, 2008
Greenwich, Connecticut

KarpReilly & H.I.G. Capital Announce an Offer to Acquire Charlotte Russe Holding, Inc.

KarpReilly Capital Partners, LP (and affiliates) (“KarpReilly”) in conjunction with H.I.G. Capital, LLC (and affiliates) (“H.I.G.”) disclosed today that it has submitted a proposal to the Board of Directors of Charlotte Russe Holding, Inc. (NASDAQ: CHIC) to acquire all of the outstanding shares of the company at a valuation range of between $9.00 and $9.50 per share in an all-cash, all-equity transaction. This offer represents a 31% to 38% premium above yesterday’s closing price. KarpReilly also disclosed that it has acquired 1,118,680 shares of Charlotte Russe which, at a 5.4% ownership stake, makes it one of the company’s largest shareholders.

KarpReilly (along with its affiliated co-investors) and H.I.G. (together, the “Investor Group”) intend to fund the acquisition with 100% equity available from committed investment funds. The proposal is subject to twenty-one days of due diligence and other customary conditions, but is not conditioned upon receiving debt financing.

KarpReilly originally approached Charlotte Russe to pursue a potential acquisition almost a year ago, but was rebuffed by the Board of Directors at the time. Since KarpReilly’s initial offer, Charlotte Russe has suffered from extensive turnover among its senior management team, declining same store sales and increasing operating expenses. In July, the Charlotte Russe Board of Directors appointed one of its members as interim CEO and CFO, and subsequently in August, it adopted a poison pill. The company’s stock price has declined 67% from the 52-week high.

“We believe that investors have lost confidence in the current direction of Charlotte Russe,” said Allan Karp, partner at KarpReilly, and a former director of Charlotte Russe for eleven years. “While we believe that this erosion can be reversed, we don’t believe it will be without fundamental change, which will be very difficult to implement in the context of being a public company. Given our deep experience in retailing, and with Charlotte Russe in particular, we believethat we and H.I.G. can offer Charlotte Russe stockholders superior value to what they can realistically expect to receive remaining as stockholders of the current public company. We hope that the Board of Directors will recognize that a potential sale transaction with KarpReilly and H.I.G. would be in the public stockholders' best interest, and that the Board will work to facilitate this opportunity for the stockholders.”

KarpReilly and H.I.G. are prepared to commence due diligence immediately, with the goal of entering into a binding merger agreement with Charlotte Russe within twenty-one days of being provided access to financial and other information. A copy of the offer letter for Charlotte Russe is attached to this press release.

Charlotte Russe, based in San Diego, California, is a mall-based specialty retailer of fashionable, value-priced apparel and accessories for young women. As of September 27, 2008, the company had 487 stores across the United States and Puerto Rico.

About KarpReilly and H.I.G. Capital
KarpReilly is a private investment firm, founded by Allan Karp and Chris Reilly, whose primary mission is to invest in consumer growth companies and help them achieve their long-term vision. Over the past 15 years, the principals of KarpReilly have invested in, sat on the boards of and nurtured over 25 companies, including numerous retail and consumer growth companies.

H.I.G. Capital is a leading global private equity investment firm focused exclusively on the middle market. It has a broad and flexible capital base and more than $7.5 billion of equity capital under management. Based in Miami, and with offices in Atlanta, Boston, and San Francisco in the U.S., as well as affiliate offices in London, Hamburg and Paris in Europe, H.I.G. specializes in providing capital to small and medium-sized companies with attractive growth potential. Since its founding, H.I.G. has invested in and managed more than 200 companies worldwide. The firm's current portfolio includes companies with combined revenuesin excess of $7 billion. For more information, please refer to the H.I.G. website at www.higcapital.com.

Forward Looking Statements
This release may contain certain forward-looking statements with respect to intentions and expectations related to a potential transaction with Charlotte Russe. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. KarpReilly and H.I.G. do not undertake to update any of these forward-looking statements.

The verbatim contents of the proposal letter follows:

November 12, 2008

Board of Directors
Charlotte Russe Holding, Inc.
4645 Morena Boulevard
San Diego, California 92117

Ladies and Gentlemen:

Almost a year has passed since KarpReilly wrote to the Board of Directors, expressing its interest in acquiring 100% of the equity of Charlotte Russe Holding, Inc. (“Charlotte Russe” or the “Company”). Clearly, we were disappointed when the Board declined to engage in a constructive dialogue with us. In the time that has elapsed, Charlotte Russe has lost its Chief Executive Officer, Chief Financial Officer, General Merchandise Manager, and head of Human Resources. In the meantime, same-store sales have declined, overhead spending has increased and new unit expansion has been curtailed. We believe that investors have lost confidence In the Company’s current direction, as evidenced by a 67% decline in the Company’s share price since the 52-week high.

Based on these beliefs, we are submitting this non-binding proposal on behalf of KarpReilly Capital Partners, LP (and affiliates) (“KarpReilly”) and H.I.G. Capital, LLC (and affiliates) (“H.I.G.”) to acquire 100% of the stock of Charlotte Russe Holding, Inc. at a range of between $9.00 and $9.50 per share in cash. Our proposal represents a 31% to 38% premium to the most recent closing price of $6.89.

We think the transaction represents the best alternative to the public shareholders as well as the Company and its employees, and we strongly prefer to complete this investment with friendly cooperation from the board and the Company. Towards that end, we would expect to be at the upper end of our range in a friendly transaction in which the Board cooperates openly with our due diligence and agrees to release Mark Hoffman, the Company’s former CEO, from the current restrictions imposed by the Board, restrictions which prevent Mark from working with prospective acquirers of the Company. We fail to see the benefit that such restrictions provide to the Company’s shareholders.

Assuming a cooperative transaction, we will require 21 days of confirmatory due diligence to finalize our proposal. Given Allan Karp’s twelve years of history as a major shareholder of the Company (including eleven years on the Board), we are very familiar with the business and foresee no issues arising during this short diligence period.

To expedite closing and to remove uncertainty that would be created by relying on third-party debt financing, KarpReilly Capital Partners, LP (along with its affiliated co-investors, investment funds advised by JPMorgan Asset Management) and H.I.G. Capital, LLC are prepared to fund this acquisition with 100% equity from their respective committed investment funds. Our combined equity commitments of $165 million to $175 million, together with excess cash of Charlotte Russe, represent more than enough capital to complete the acquisition in the range we have indicated and pay transaction expenses. An equity commitment letter from investment funds advised by JPMorgan Asset Management is attached to this letter. We will not require a financing contingency in the definitive merger agreement.

Background on KarpReilly & H.I.G. Capital
As you know, Allan Karp has been a shareholder of Charlotte Russe since 1996 and served on the Board of Directors from 1996 to 2007. Along with previous management, Allan and his investment firm acquired 100% of the Company in 1996 and played a significant role in guiding the Company from a small, regional retail chain to a large, national company. Today, KarpReilly and its affiliates own 1,118,680 shares, representing a 5.4% ownership position which will be appropriately reflected on a Schedule 13D to be filed shortly. We believe this stake makes KarpReilly one of the Company’s largest shareholders.

KarpReilly is a private investment firm, founded by Allan Karp and Chris Reilly, whose primary mission is to invest in consumer growth companies and help them achieve their long-term vision. Over the past 15 years, the principals of KarpReilly have invested in, sat on the boards of and nurtured over 25 companies, including numerous retail and consumer growth companies.

H.I.G. Capital is a leading global private equity investment firm focused exclusively on the middle market. It has a broad and flexible capital base and more than $7.5 billion of equity capital under management. Based in Miami, and with offices in Atlanta, Boston, and San Francisco in the U.S., as well as affiliate offices in London, Hamburg and Paris in Europe, H.I.G. specializes in providing capital to small and medium-sized companies with attractive growth potential. Since its founding, H.I.G. has invested in and managed more than 200 companies worldwide. The firm's current portfolio includes companies with combined revenues in excess of $7 billion. For more information, please refer to the H.I.G. website at www.higcapital.com.

Timing and Next Steps
Based on the foregoing, we urge the Board to take action now to enhance value for its shareholder base. We believe that our proposal represents the most compelling and realistic option for doing so. We are prepared to commence our confirmatory due diligence immediately and believe that we can enter into a definitive, binding merger agreement to acquire the Company within twenty-one days if we are provided sufficient access to information and management.

We appreciate your consideration and look forward to your prompt response.

KARPREILLY CAPITAL PARTNERS, L.P.
By: KarpReilly GP I, LLC, its general partner

By: Allan W. Karp
Manager

H.I.G. CAPITAL, LLC
By: Timothy B. Armstrong
Managing Director

Contacts
H.I.G. Capital, LLC
Timothy B. Armstrong, Managing Director, 305-379-2322
or
KarpReilly, LLC
Billy Logan, Partner, 212-504-9900

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