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   Strategies & Market TrendsSpeculating in Takeover Targets


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To: richardred who wrote (5543)9/22/2019 9:22:28 PM
From: richardred
1 Recommendation   of 6084
 

M&A wrap: Grupo Nutresa, Cameron's Coffee, Stripe, Gamut, Riverside


By
  • Demitri Diakantonis
  • Mary Kathleen Flynn


  • Published
  • September 19 2019, 10:49am EDT



  • Photo credit: Grupo Nutresa
    Food processor Grupo Nutresa SA has acquired Cameron's Coffee from Goldner Hawn for $113 million. The deal expands Grupo Nutresa's U.S. presence, which the company calls "one of the largest and most dynamic coffee markets in the world." Cameron's is a producer of branded and private-label single-serve coffee pods, bagged whole bean and ground coffee and bulk whole bean coffee mainly for the grocery sector. Grupo Nutresa CEO Carlos Ignacio Gallego says: “This acquisition is a new step in Grupo Nutresa’s internationalization process and is aligned with our objective of improving the quality of life of consumers through conscious brands, affordable products and innovative, differentiated value propositions." The company, based in Medellin, Colombia, is a diversified food processing company that sells cold cuts, biscuits, chocolates, ice cream and pasta. Piper Jaffray (NYSE: PJC) advised Goldern Hawn. The buyer was advised by Tully & Holland, Nixon Peabody and EY.

    It’s a milestone year for the Blackstone Group Inc. (NYSE: BX), which transitioned from a publicly-traded partnership to a corporation on July 1. Most recently, the New York firm announced on Sept. 11 the final close of its latest global real estate fund . With $20.5 billion of total capital commitments, Blackstone Real Estate Partners IX is the largest real estate fund ever raised. Mergers & Acquisitions spoke with Stephen A. Schwarzman, the firm’s co-founder, chairman and CEO, on the occasion of his new book, What It Takes: Lessons in the Pursuit of Excellence, published by Avid Reader Press/Simon & Schuster, and released on Sept. 17. Schwarzman, who is speaking at the Economic Club of New York on Sept. 18, shared his perspective on the private equity model, its resilience during recessions and how the industry has evolved over three decades. Read the full story: "Complete control" is the beauty of private equity, says Blackstone's Stephen A. Schwarzman.

    Mergers & Acquisitions seeks nominations for the fifth edition of the Most Influential Women in Mid-Market M&A. The deadline is Oct. 14. To be considered, candidates must be women who are outstanding dealmakers both inside and outside of their firms. Evidence of influence in the broader M&A industry is essential. When nominating a candidate, please explain how she outperforms her colleagues at her firm and in the industry. Please provide examples of deals she has led, initiatives she has launched and other instances that show evidence of her influence in the middle market. An important guide to what we're looking for can be found in the dealmakers we've honored in previous years. See profiles of, and Q&As with, past honorees here.

    DEAL NEWS
    Payments platform Stripe Inc. became one of the most highly valued startups in the world on Thursday, after it announced a new funding round at a $35 billion valuation, not counting the more than $1 billion investors have poured into the company. In the U.S., only vaping giant Juul Labs Inc. and the troubled We Co. are more valuable. Stripe raised $250 million in funding in the new round, which the company said will be used to continue to expand around the world and launch new products. Read the full the stories: Stripe becomes third most valuable startup in the U.S. and Stripe's $35 billion valuation powers global battle against consolidating processors.

    Gamut Capital Management is buying American Axle & Manufacturing Holdings Inc.'s (NYSE: AXL) U.S. iron casting operations, also known as Grege, for $245 million. The business being sold manufactures ductile, iron castings and machined parts for the automotive and industrials sectors. "The sale of Grede will enable us to streamline our business, accelerate our debt reduction initiatives and enhance our margin profile," says AAM CEO David Dauch.

    Crossplane Capital has acquired a controlling stake in Accent Family of Cos., which owns wire and building product distributors Accent Wire-Tie, Accent Wire-Tie United Kingdom and Accent Building Materials.

    High Road Capital Partners-backed U-C Coatings has acquired Eco Chemical Inc. The latter is a manufacturer of water-based stains and coatings that are used on pressure treated wood in the manufacturing of wood products such as fencing, decks and exteriors.

    The Riverside Co. has invested in Blue Moon Estate Sales. The target is a real estate franchise that offers estate sale and other services to assist seniors and their families when they are selling the senior’s residence to downsize or transition to a senior living facility.

    Shore Capital Partners has invested in Main Street Gourmet, a wholesale bakery that distributes frozen muffins, cookies and other baked products to the retail and foodservice sectors.

    themiddlemarket.com

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    To: richardred who wrote (5116)9/23/2019 12:06:53 PM
    From: richardred
       of 6084
     
    RE- IEC speculation



    Arotech to be Acquired by Greenbriar for $3.00 Per Share in Cash








    PRESS RELEASE GlobeNewswire
    Sep. 23, 2019, 08:05 AM



    ANN ARBOR, Mich., Sept. 23, 2019 (GLOBE NEWSWIRE) -- Arotech Corporation (NasdaqGM: ARTX) today announced that it has entered into a definitive agreement with an affiliate of Greenbriar Equity Group, L.P. (“Greenbriar”) under which the affiliate will acquire all outstanding shares of Arotech common stock for $3.00 per share in cash, representing an aggregate equity value of approximately $80.8 million.

    The $3.00 per share cash consideration represents a premium of approximately 32.7% to Arotech’s closing share price on September 20, 2019, the last full trading day before today’s announcement. The transaction, which was unanimously approved by Arotech’s Board of Directors upon recommendation by a Special Committee of the Board, is expected to close in the first quarter of 2020. Following completion of the transaction, Arotech expects it will remain headquartered in Ann Arbor, MI.

    Transaction Details

    Under the terms of the merger agreement, Arotech’s Board of Directors, with the assistance of its financial advisor, will conduct a 30-day “go-shop” process following the date of the announcement of the merger agreement, during which it will actively initiate, solicit, facilitate, encourage and evaluate alternative acquisition proposals, and potentially enter into negotiations with any parties that offer alternative acquisition proposals. Arotech will have the right to terminate the merger agreement to accept a superior proposal, subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” process will result in a superior proposal or that any other transaction will be approved or completed, and Arotech does not intend to disclose developments with respect to the solicitation process unless and until its Board of Directors makes a determination requiring further disclosure.

    The proposed transaction is subject to, among other customary closing conditions, approval by the holders of a majority of the shares of Arotech common stock. There are no financing contingencies contemplated under the terms of the merger agreement. Following completion of the transaction, Arotech will become a privately-held company and shares of Arotech’s common stock will no longer be listed on any public market.

    Advisors

    B. Riley FBR, Inc. is serving as exclusive financial advisor to Arotech, and Lowenstein Sandler LLP is serving as legal counsel. Kirkland & Ellis LLP is serving as legal counsel to Greenbriar.

    About Arotech Corporation

    Arotech Corporation is a defense and security company engaged in two business areas: interactive simulation and mobile power systems.

    Arotech is incorporated in Delaware, with corporate offices in Ann Arbor, Michigan, and research, development and production subsidiaries in Michigan, South Carolina, and Israel. For more information on Arotech, please visit Arotech’s website at www.arotech.com.

    About Greenbriar Equity Group

    Founded in 1999, Greenbriar Equity Group is a private equity firm with over $3.5 billion of committed capital focused on investing in market-leading manufacturing and services businesses in partnership with proven management teams. Greenbriar looks to identify companies capitalizing on strong long-term growth prospects that can benefit from Greenbriar’s industry knowledge, operating capabilities, network of senior executive relationships, strategic insight and access to capital. Sectors of particular focus include aerospace and defense, industrial and business services, transportation and logistics, and specialty manufacturing. Additional information may be found at www.greenbriarequity.com.

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    From: E_K_S9/24/2019 9:14:49 AM
       of 6084
     
    CPB continues to divest non core assets. Could be a good fit for companies looking for food products . .

    Campbell Soup earmarks Kelsen proceeds to debt-reducing effort
    Sep. 24, 2019 9:10 AM ET|About: Campbell Soup Company (CPB)|By: Clark Schultz, SA News Editor

    Campbell Soup (NYSE: CPB) closes on the $300M sale of Kelsen Group to a Ferrero affiliated company.

    The company plans to use the proceeds from the divestiture to reduce debt.

    Source: Press Release

    Shares of Campbell Soup are up 41% YTD as the company's asset-lean strategy appears to be paying off.

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    To: E_K_S who wrote (5545)9/24/2019 1:00:23 PM
    From: E_K_S
       of 6084
     
    McDermott seeks bridge loan until asset sales - Bloomberg
    Sep. 24, 2019 12:48 PM ET|About: McDermott International, Inc. (MDR)|By: Carl Surran, SA News Editor

    McDermott ( MDR -6.6%) is seeking a bridge loan to cover a $1.7B working capital gap until it can sell assets such as Lummus Technology, Bloomberg reports.

    MDR said last week that it recently received unsolicited approaches to acquire all or part of Lummus; based on the receipt of these approaches, MDR is exploring strategic alternatives to unlock the value of the unit.

    Credit Suisse analyst Jamie Cook said MDR's Lummus announcement was considered "a last resort" but was "unfortunately needed" to improve the balance sheet.

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    To: richardred who wrote (4219)9/24/2019 1:21:40 PM
    From: richardred
       of 6084
     
    CTG:Speculation - Picked up some shares today. FWIW-IMO ASGN still a nice hypothetical fit. Highlighted Oldies points are listed , but IMO still relevant. Small competitors seem to be struggling RE: STAF/TSRI/RCMT. ASTN also had a down qtr, but has a stellar balance sheet. This is where the economies of scale through a hypothetical acquisition would come into play. You have a pusher like AGS trying to put the company in play for a low ball offer. This low ball offer has been tried before when the company's prospects were poor. IMO the prospects are much better now. IBM (Important CTG Customer)big into AI with Watson in healthcare. Looking to see if AGS files a 13d. I very much doubt they have the money to put up, but will they be shut up?

    US IT staffing 2018/2019: Stocks out like a lamb; revenue growth in like a lion March 5, 2019

    The US equity markets briefly entered bear market territory in late 2018. The turbulence dragged down stock prices across numerous sectors, including staffing. As you can see in the chart below, the correction was quite harsh to this subset of staffing firms when comparing the low price point of the year with the high that occurred earlier.

    Click on chart to enlarge.



    Sources: Yahoo! Finance and SIA

    This group of US-based staffing companies represents those where we can isolate temporary IT staffing revenue growth. Despite the fact that stock prices got caught in a storm of selling pressure in Q4, the group of staffing firms managed to outperform the broader S&P 500 index in 2018 (up 2.4% group average versus down 6.6%). In fact, the recent round of Q4 earnings reports showed that 2018 proved to be an impressive year in terms of IT staffing revenue growth among these companies. As detailed below, this group’s aggregate 2018 temporary IT staffing revenue growth was approximately 10.7% year over year and almost entirely organic.

    www2.staffingindustry.com

    Oldie post with bold type underlying recent thoughts.

    To: Paul Senior who wrote (4218)8/4/2016 9:14:40 AM
    From: richardred Read Replies (1) of 5548
    I'm hanging on to my shares with possible adds. I actually thought 8 cent for the quarter wasn't to bad. It is a top ten portfolio holding for me. IMO still high as a Takeover target. Competitors, big and small in the group are also undergoing tough times. IMO In market and economic conditions were currently undergoing. In general, I've noticed many weaker companies are being consolidated for economies of scale, margins, and efficiency. This company has a new CEO who has been there 25 years. IBM & Levano are still important customers. IBM recently bought Truven Health Analytics for 2.6 Billion for it's Watson Health unit. Any more IBM acquisitions in this field IMO could have a positive impact. It might take awhile for a turnaround so the company will be vulnerable to a reasonable hypothetical offer. I'm guessing you might have seen an IBM Watson commercial? Xerox's spin-off of Conduent is also trying to compete in this field. I saw Conduent was recently mentioned as a target itself. The company put it's corporate headquarter are up for sale at 3 times book value (over 3 mill). If completed should be a one time gain as an extraordinary item. Divided payout to earnings level level exceeds past historical levels due to poor earnings. I'm just guessing it will be maintained as the headquarters are for sale.
    RE- Conduit
    @Tavi59 @DandC The last Classic name Change for #Xerox once a #Rochester great. pic.twitter.com/9nqiDV0vs7

    — Richard - richardred (@rreding1) June 16, 2016

    I've posted an article of the Buffalo News you might find interesting.

    New CEO of Computer Task Group confident he can reverse company’s plunge

    By David Robinson | News Business Columnist
    on July 31, 2016 - 12:01 AM



    Bud Crumlish has his work cut out for him.

    Crumlish, who has spent the past 25 years at Computer Task Group, is taking over as the Buffalo information technology company’s president and CEO at one of its darkest times in the past decade.

    CTG’s profits are plunging. Its sales are on pace to decline for the fourth straight year. Its stock is at a six-year low.

    And Crumlish’s predecessor as CEO, former Dell executive Cliff Bleustein, lasted just 16 months on the job before he “resigned by mutual agreement” with CTG’s board of directors.

    In other words, Bleustein was shown the door by CTG’s board, pocketing a $1 million severance package on his way out.

    Oh, and Bleustein came to CTG only because James R. Boldt, the company’s CEO for 13 years, died unexpectedly on Columbus Day in 2014.

    Amid that tidal wave of misfortune, Crumlish, is charged with trying to pull CTG out of its tailspin.

    Crumlish, who has run CTG’s biggest business unit – its staffing segment – for the previous 15 years, thinks the company has what it takes to turn around. In an interview, Crumlish said he’s comfortable with CTG’s general strategy under Bleustein, which put more focus on its staffing business that provides information technology services and personnel to companies.

    He still sees opportunity in the health care sector, which fueled CTG’s rapid growth from 2009 to 2012 as hospitals scrambled to install expensive electronic medical records systems under pressure from the federal government.

    But as hospitals started feeling the squeeze from lower federal insurance reimbursements, they lost interest in expensive technology upgrades and CTG’s electronic medical records work dried up, leaving a gaping hole in its revenue base. Boldt couldn’t plug the gap before he died, and Bleustein didn’t have any luck, either. In fact, CTG’s slide has accelerated this year, likely contributing to his departure.

    “I’ve seen this company enjoy many good times and also weather a few tougher periods, like that which we’re experiencing today,” Crumlish told analysts during a conference call last week. “It takes hard work and resourcefulness to get through the difficult periods.”

    Crumlish, for now, isn’t promising any major changes. He said he wants to take the next month or two to review CTG’s strategy. But by and large, Crumlish thinks CTG’s problem isn’t that it’s following the wrong strategy. The issue is how the company is doing at carrying it out.

    “There’s not a whole lot of change in the strategy,” Crumlish said in the interview. “It’s more a matter of execution.”

    CTG bolstered its sales staff under Bleustein. It’s pushing to win more work from existing clients. Crumlish wants to build closer ties between its staffing and IT solutions businesses, especially in the health care market.

    Crumlish warned that those initiatives will take time to develop. “These things take time to build,” he said. “You start small.”

    But small improvements won’t stop CTG’s decline.

    • CTG’s sales, which peaked in 2012 at $424 million, have dropped for three straight years and are on a path to decline again this year.

    Over the past three years, CTG’s sales have fallen by 13 percent and the company warned last week that it expects sales to drop by another 10 percent this year. If that pans out, it would leave CTG’s sales at roughly the same level they were back in 2010.

    • CTG’s profits, which more than doubled to an all-time high by 2012 as the company’s health care business grew rapidly, has suffered an equally precipitous fall as the sector softened.

    The company’s profits have tumbled by 60 percent over the past three years and are expected to drop by another 50 percent this year, after excluding write-downs and other one-time expenses. That would leave CTG with its weakest annual profits in 10 years.

    • The company’s stock has taken a nasty beating. CTG shares, which traded as high as $25.71 in 2013 as optimism over the health care business peaked, now trades for around $5 a share – a plunge that has wiped out 80 percent of the stock’s value.

    • The company’s health care market has slumped badly as cash-strapped hospitals have held off on making investments in expensive technology upgrades, including the electronic medical records projects that were such a bright spot for CTG just four years ago.

    The health care market, which accounted for a third of CTG’s revenues in 2012, provided less than a quarter of the company’s revenues last year. That decline has cost CTG a lot of money – $53 million in annual revenue from 2012 to 2015.

    And it’s only gotten worse since then. During the second quarter of this year, health care clients provided less than 19 percent of CTG’s shrinking revenues.

    • CTG’s staffing business has always been heavily dependent on a handful of big clients. IBM Corp. has long been CTG’s biggest client, accounting for 30 percent of the company’s revenues so far this year.

    That’s one of the few bright spots for CTG this year: Its IBM business has actually grown by nearly $3 million during the first half of this year.

    But it’s a different story for CTG’s No. 2 client – computer maker Lenovo, which accounted for nearly 10 percent of the company’s revenues during the first half of this year. Its business with CTG has been shrinking, dropping by more than $8 million during the first half, more than offsetting the good news from IBM.

    Crumlish thinks the Lenovo work is stabilizing and will start growing again.

    He can only hope for the same from the rest of CTG’s business.

    buffalonews.com


    Oldie acquisition proposal of CTG to push for CTG progress. This industry is cutthroat. The elimination of competition or accretive complementary acquisitions that fit margin expansion is the way moving forward in this industry IMO. Looking at micro cap competitors in comparison. Microcap competitor Staffing 360 has become barely profitable. The recent public stock offering @ 1.65 with a 9 million market cap IMO shows cracks in their acquisition strategy moving forward. TSR seems to be still struggling.

    Computer Task Group Responds to Unsolicited Proposal from RCM Technologies, Inc.

    Aug 21, 2007



    BUFFALO, N.Y., Aug 21, 2007 /PRNewswire-FirstCall via COMTEX News Network/ --

    Computer Task Group, Inc. (Nasdaq: CTGX) (CTG) today issued the following statement in response to RCM Technologies, Inc.'s (Nasdaq: RCMT) (RCM) proposal to acquire all of its outstanding common stock for $5.25 per share, with 50% being payable in RCM stock and 50% in cash:

    Since June 25, 2007, RCM has made two opportunistic proposals to acquire the Company. Today's announcement by RCM simply reiterates the terms of its July 25, 2007 proposal, which, after careful consideration, the CTG Board of Directors unanimously determined is inadequate and does not reflect the value inherent in CTG or the Company's potential growth opportunities. The CTG Board strongly believes in the Company's ability to successfully execute its strategic plan and provide significant value to its stockholders. With regard to its business, the Company expects to continue to see improvements in staffing demand, and has closed several large solutions projects. In addition, CTG expects to enter into additional solutions contracts, particularly in its healthcare vertical, that the Company believes will contribute to its results in the second half of the year. Given these growth opportunities and the improving mix of higher margin solutions business, the Board and management are confident in its future prospects.


    investors.ctg.com

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    To: richardred who wrote (5045)9/25/2019 9:25:25 AM
    From: richardred
       of 6084
     
    Inspire building it's restaurant brands. This only after a year after the Sonic acquisition.


    Inspire Brands to Acquire Jimmy John’s

    ATLANTA & CHAMPAIGN, Ill.--(BUSINESS WIRE)-- Inspire Brands (“Inspire”) today announced that it has entered into an agreement to acquire Jimmy John’s Sandwiches (“Jimmy John’s”). The agreement was unanimously approved by the Jimmy John’s Board of Directors, including Founder and Chairman Jimmy John Liautaud. The financial terms of the transaction were not disclosed.

    Inspire is a multi-brand restaurant company whose portfolio includes more than 8,300 Arby’s, Buffalo Wild Wings, SONIC Drive-In and Rusty Taco locations worldwide. Following the completion of the transaction, Inspire will be the fourth-largest restaurant company in the United States with more than $14 billion in annual system sales and more than 11,200 restaurants across 16 countries.

    “Jimmy John’s has found the ideal home at Inspire,” Liautaud said. “Inspire’s long-term approach, culture of innovation and commitment to helping brands grow sets it apart from the rest. I couldn’t be prouder of the company we’ve built, and I can’t wait to see what Jimmy John’s is able to accomplish under Inspire’s leadership.”

    “Jimmy John’s is a great fit for the Inspire family,” said Paul Brown, Co-Founder and Chief Executive Officer of Inspire Brands. “What started in 1983 as a sandwich shop in a converted garage in Charleston, Illinois, has grown into a national, differentiated brand with a passionate fanbase. We are excited to welcome the Jimmy John’s brand to Inspire and look forward to working with their team and franchisees to help the company achieve its next stage of growth.”

    At the close of the transaction, which is expected by the end of October, James North will serve as President of the Jimmy John’s brand, reporting to Paul Brown, and Jimmy John Liautaud will step down as Chairman and transition to an advisor to the brand.

    About Inspire Brands

    Inspire Brands is a multi-brand restaurant company whose current portfolio includes more than 8,300 Arby’s, Buffalo Wild Wings, SONIC Drive-In and Rusty Taco locations worldwide. The company was founded in 2018 and is headquartered in Atlanta, Georgia. For more information, visit InspireBrands.com

    About Jimmy John’s

    Jimmy John’s has been creating fast and fresh sandwiches since opening its first restaurant in 1983 and continues to do so in more than 2,800 locations across 43 states. For more information, visit JimmyJohns.com

    About Roark

    Roark focuses on investing in franchised and multi-unit businesses in the consumer and business services sectors. Since inception, affiliates of Roark have invested in 73 franchise/multi-unit brands, which collectively generate $37 billion in annual system revenues from 36,000 locations in 50 states and 81 countries.

    streetinsider.com

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    To: richardred who wrote (5539)9/26/2019 11:01:17 AM
    From: richardred
       of 6084
     
    RE-DLTH speculation -- Added shares at the new low. Most investors are throwing in the towel. Tariffs are hurting and new store expansion slowing. No sense in getting to big for your britches till your house is in order. IMO Duluth is a newer brand name that is familiar & complacent with millennial's & Generation Z. IMO more so than GAP-A&F-Hollister& Old Navy. I still like the non mall exposure & mail order business. I could be barking up the wrong tree, but in time the tree can sometimes bear fruit.

    P.S.

    BTW its snowing out west now!

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    To: richardred who wrote (5552)9/26/2019 12:27:53 PM
    From: robert b furman
       of 6084
     
    Hi Rick,

    My deer hunting buddy and his wife love and always wear their Duluth clothing (they are both in their late 50's).

    Duluth has an outlet store one exit North of Tanger discount outlet in Osh Kosh Wisconsin.

    Bob

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    To: robert b furman who wrote (5553)9/27/2019 10:22:26 AM
    From: richardred
       of 6084
     
    Hi Bob: I think the brand definitely appeals to many baby boomers to, like your friends. I think the nutty Duluth commercials created brand awareness among all clothing buyers. I also think the newer generation is liking doing more outdoor activities like hiking. For this brand to thrive it must appeal to all generations. Hopefully more than the Stitch Fix model. This most definitely is a contrarian pick. I still think the stock has takeover appeal as long as the brand goes to a bigger company who can bring cost down. IMO many founders will sell if they know their company goes into strong hands where workers will keeps jobs through growth and expansion of the brand. I Hypothetically mentioned Amazon, but IMO VF Corp. Northface/Timberland ect. fits quite nicely to. I once owned Champion Products of Rochester which was acquired by Sara Lee/ Hanes. Warren Buffett bought my Russell athletic. He also bought Fruit of the Loom earlier. However nobody bought my Starter corp and it went bankrupt. Nike & Under Armor lead the pack in sports wear. Nike has been on a tear of late. In clothing Champion and Russell Brands IMO are tired brands. Nike and Under Armor are more modern and have better carrying power. I'm just thinking, eventually Duluth can carve out a building a more profitable niche with a parent.



    P.S.

    Hopefully more women will like their flannel pajamas on a cold winter night. :+ )

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    To: richardred who wrote (5554)9/27/2019 11:02:26 AM
    From: robert b furman
       of 6084
     
    HI rick,

    I like the VF fit.

    They have their own rural outlets and that's a perfect melt into for Duluth.

    Duluth is a much tougher pair of blue jeans. If they could become "cool" to the young cowboy rodeo crows it would be huge.

    Their close just don't wear out - much like Carhart which is big up here in colder climates.

    My friend has a warm hunting sweater that he has had for over 10 years. I've wanted to buy one for myself, but have not come across one, it has a very high up the back and sides of your neck to keep the wind out.

    Patience - I think you are onto something.<smile>

    Bob

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