Crocs, Inc. (NasdaqGS:CROX) announced a private placement of 200,000 series A convertible preferred shares at a price of $990 per share for gross proceeds of $198,000,000 with new investor Blackstone Capital Partners VI, L.P., a fund managed by The Blackstone Group L.P. (NYSE:BX) on December 28, 2013. The preferred shares carry a coupon rate of 6% per annum and are convertible into common stock of the company at a conversion price of $14.50 per share. The conversion price is subject to customary anti-dilution and other adjustments. The securities will be issued pursuant to exemption provided under Regulation D.

The company will pay a closing fee of $2,000,000 to the investor and will also reimburse up to $4,000,000 of transaction fees and expenses to the investor. The company will receive net proceeds of $180,000,000 in the transaction. As part of the transaction, the investor will have a right to nominate two directors to the company's board. Moelis & Company LLC will act as the financial advisor and Sonny Allison and Kester Spindler of Perkins Coie LLP will act as the legal advisors to the company. Piper Jaffray & Co. will act as the financial advisor to the investor. Peter Martelli, Anthony F. Vernace, Leah Shen, Christopher Dass, Xavier Kowalski, Gary Mandel, Sophie Staples, Greg Grogan, Jennifer Pepin, Brittany McCants, Adeeb Fadil, Noreen Lavan, Krista McManus, Lori Lesser, and Zara Ohiorhenuan of Simpson Thacher & Bartlett LLP will act as the legal advisors to the investor. Macquarie will act as financial advisor to the investor. The company expects the closing of the transaction to occur prior to January 27, 2014. The Blackstone Group L.P. (NYSE:BX) will acquire 13% stake in the company through this transaction.

On January 27, 2014, Crocs, Inc. closed the transaction. The company also announced the investor will have the right to nominate two directors only so long as the investor beneficially own at least 95% of the Series A preferred stock or the as-converted common stock of the company, purchased pursuant to the Investment Agreement or maintain beneficial ownership of at least 12.5% of the company's outstanding common stock. Prakash Melwani and Gregg Ribatt from The Blackstone Group, Private Equity Group has joined the company's board of directors. Macquarie acted as financial advisor to the investor. The series A preferred stock is redeemable at any time after January 27, 2022 at a redemption price per share equal to the sum of the stated value per share of the series A preferred stock to be redeemed plus an amount per share equal to accrued but unpaid dividends on such share of series A preferred stock from and including the immediately preceding dividend payment date to but excluding the date of redemption. The closing of the transaction is conditioned upon certain customary closing conditions, including, among others, obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act.