Linens N Things Buyout

Linens 'n Things (LIN)
Apollo Management
$1.3B Buyout

Linens N Things LBO

$1.3 billion buyout by Apollo Management

$28 per share
Background
Financing

Announced 11.08.05

Closed 2.15.06

Form 15

Advisors

LIN: CSFB / Lehman / Pitney Hardin
Apollo: Morgan Lewis

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time
1.4 Effects of the Merger
1.5 Certificate of Incorporation and By-laws
1.6 Directors and Officers

Article II Effect of the Merger on Capital Stock of the
Constituent Corporations

2.1 Effect on Capital Stock
2.2 Treatment of Options and other Equity Awards
2.3 Adjustment of Merger Consideration
2.4 Dissenting Shares
2.5 Payment and Exchange of Certificates

Article III Company Reps

3.1 Organization, Standing and Corporate Power
3.2 Subsidiaries
3.3 Capital Structure
3.4 Authority
3.5 Non-contravention; Consents and Approvals
3.6 Sec Reports and Financial Statements; Comparable Net
Sales
3.7 No Undisclosed Liabilities
3.8 Material Contracts
3.9 Compliance with Applicable Laws
3.10 Employment Agreements and Benefit Plans
3.11 Taxes
3.12 Environmental Matters
3.13 Labor Matters
3.14 Intellectual Property
3.15 Absence of Certain Changes or Events
3.16 Voting Requirements
3.17 State Takeover Statutes
3.18 Opinion of Financial Advisor
3.19 Brokers
3.20 Absence of Litigation
3.21 Suppliers and Vendors
3.22 Proxy Statement
3.23 Insurance
3.24 Real Property
3.25 Assets
3.26 Affiliate Transactions
3.27 No other Representations or Warranties

Article IV Parent and Merger Sub Reps

4.1 Organization and Standing
4.2 Authority
4.3 Non-contravention; Consents and Approvals
4.4 Financing
4.5 Information Supplied
4.6 Brokers
4.7 Merger Sub
4.8 Company Stock

Article V Covenants of The Parties

5.1 Conduct of Business
5.2 No Solicitation by the Company
5.3 Preparation of Proxy Statement; Stockholders Meeting
5.4 Access to Information; Confidentiality
5.5 Reasonable Best Efforts
5.6 Resignations
5.7 Indemnification
5.8 Public Announcements
5.9 Stockholder Litigation
5.10 Employee Benefit Matters
5.11 Earnings Announcement
5.12 Audited Financials

Article VI Conditions Precedent

6.1 Each Party
6.2 Parent and Merger Sub
6.3 Company
6.4 Frustration of Closing Conditions

Article VII Termination

7.1 Termination
7.2 Effect of Termination
7.3 Expenses

Article VIII General Provisions

8.1 Nonsurvival of Representations and Warranties
8.2 Notices
8.3 Interpretation
8.4 Counterparts
8.5 Entire Agreement; No Third-party Beneficiaries
8.6 Governing Law
8.7 Assignment
8.8 Consent to Jurisdiction; Waiver of Jury Trial
8.9 Specific Enforcement
8.10 Amendment
8.11 Extension; Waiver
8.12 Severability

Other Agreements

Agreements

Proxy Solicitation

Proxy solicitation

Definitive proxy statement 12.28.05
Preliminary proxy statement 12.07.05

Deal Protection

No shop covenant

Merger agreement §5.2
Proxy statement disclosure

Break-up fee

$27mm, plus out-of-pocket expenses
Agreement §7.2
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §5.5
Proxy statement disclosure

Fairness Opinion

CSFB fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

Interim communications

Items

Company expects to satisfy conditions to financing 12.27.05

4Q sales condition
2005 EBITDA condition
Files definitive proxy in response
Press release 12.27.05

Shareholder meeting scheduled for 1.30.06
2005 earnings release 2.02.06

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