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June 10, 2016
VIA EDGAR AND ELECTRONIC MAIL
Daniel F. Duchovny, Esq.
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | Chico’s FAS, Inc. (“Chico’s” or the “Company”) |
| Soliciting Materials filed pursuant to Rule 14a-12 |
Filed on June 2, 2016 by Barington Capital Group, L.P., et al. (the “Soliciting Material”) |
| File No. 001-16435 |
Dear Mr. Duchovny:
We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated June 9, 2016 (the “Staff Letter”) with regard to the above-referenced matter. We have reviewed the Staff Letter with our client, Barington Capital Group, L.P., and the other members of the Barington Group (collectively, “Barington”), and provide the following responses on Barington’s behalf. For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.
Soliciting Materials filed pursuant to Rule 14a-12 on June 2, 2016
| 1. | We reissue prior comment 3. Please provide us supplementally your calculations using the information previously included in the footnote to your disclosure. |
Barington acknowledges the Staff’s comment and restates the Commission’s prior comment 3 in full below:
We note your disclosure that you believe the company’s common stock “could be worth $25 to $27 per share in three years if measures are implemented.” The inclusion of valuations in proxy materials is only appropriate and consonant with Rule 14a-9 when made in good faith and on a reasonable basis. Valuation information must therefore be accompanied by disclosure which facilitates securityholders’ understanding of the basis for and limitations of the valuation information. Please provide us support for your assertion. Also, if you choose to continue using similar language in your soliciting materials, you must include supporting disclosure of the kind described in Exchange Act Release No. 16833 (May 23, 1980). In addition, supplementally explain why your valuation is not so qualified and subject to such material limitations and qualifications as to make its inclusion unreasonable.
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June 10, 2016
Page 2
On a supplemental basis, attached as Exhibit A are Barington’s calculations of the possible $25 to $27 per share valuation for Chico’s stock in three years. These calculations are based on the assumptions disclosed in Footnote Number 3 to the Solicitation Material, which include the following: (i) the Company reduces its marketing and corporate overhead by a total of approximately $100 million by 2018; (ii) the Company expands its Soma store base to 413 stores by 2018 from the current 287 stores and that Chico’s and White House Black Market maintain their current store counts; (iii) the Company achieves comparable store sales growth of 3% per year at Soma in 2017E and 2018E and comparable store sales growth of 2% per year at Chico’s and White House Black Market in 2017E and 2018E; and (iv) the use of about $500 million of free cash flow generated cumulatively during 2016E to 2018E to repurchase shares at an average price of approximately $17 per share. Barington’s analysis shows that the Company will generate earnings per share (EPS) of $1.77 per share in 2019. Assuming a 14x to 15x P/E multiple (a 13-19% discount to the S&P Forward P/E multiple as of May 31, 2016), the Company’s shares could be worth $25 to $27 per share in three years, as reflected in Exhibit A.
* * * * *
The Staff is invited to contact the undersigned with any comments or questions it may have. Thank you for your assistance.
| Sincerely, |
| /s/ Aneliya S. Crawford |
| Aneliya S. Crawford |
| cc: | Jared Landaw, Barington Capital Group, L.P. |
| Steve Wolosky, Olshan Frome Wolosky LLP |
