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Related Fund Management and Greenfield Partners, LLC announce $350 million sale of Quiet Logistics and strategic investments to American Eagle Outfitters

Sale follows the execution of a real estate and operating growth strategy including five new fulfillment centers in strategic locations across the United States.

Related Fund Management (“RFM”) and Greenfield Partners, LLC (“Greenfield”), a thought leader in property investing and logistics specialist, today announced the $350 million sale of Quiet Logistics Inc. (“Quiet”) and strategic investments to American Eagle Outfitters, Inc. (NYSE:AEO)(“AEO”). Quiet Logistics is an operator of state-of-the-art in-market fulfillment centers, and serves more than 50 leading DTC and omni-channel brands. When RFM and Greenfield purchased Quiet in December 2018, the company had been in business for over 10 years, but was growth-constrained due to a lack of real estate and operating growth capital. RFM seized the opportunity to partner with Greenfield, given its demonstrated history of combining real estate and operational excellence to generate excess returns for its investors.

In the three years that followed, revenues have quadrupled as e-commerce has become a more prominent part of the consumer shopping experience. Quiet has leveraged its unique urban real estate focus and state-of-the-art technology and robotic implementations to provide cost-effective fulfillment services for American Eagle Outfitters, and numerous other leading consumer brands.

Under Greenfield and RFM’s leadership, the company built out a nationwide network of fulfillment centers, including adding five new facilities in Boston, Chicago, Los Angeles, Dallas and Jacksonville to its existing footprint in Boston and St. Louis, allowing Quiet clients to fulfill orders to customers quickly and efficiently across the nation. At the same time, enhancements to Quiet’s technology platform allowed brand partners to effectively distribute their inventory into multiple QuietCenters, improving speed and fulfillment and driving cost efficiencies for cheaper and faster delivery solutions to customers and stores.

The partnership with AEO and its innovative supply chain strategies will accelerate leading-edge fulfillment solutions for Quiet’s diverse portfolio of merchants. A robust, fast and flexible distribution network positioned closer to end customers is a crucial point of differentiation for brands and retailers. The transaction will build on Quiet’s strength in creating inventory efficiencies, and providing affordable same-day and next-day delivery options for the consumer and retail stores.

“When we initially partnered with Greenfield to acquire Quiet, we saw a unique opportunity to leverage our real estate expertise in order to help scale a high-performance operation by committing to new Quiet in-market fulfillment centers in advance of filling them with clients,” said Michael Winston, managing director of Related Fund Management. “At the same time, we viewed Quiet as a nucleus around which we could deploy a differentiated industrial real estate investing strategy. Working together with our partners at Greenfield and the talented management team at Quiet over the last three years, we have enjoyed watching Quiet grow to where it is today.”

“AEO is a well-capitalized, highly profitable company with strong free cash flow available for investments to accelerate the growth of Quiet Logistics to serve its customers,” said Eugene ‘Gene’ Gorab, CEO, Greenfield Partners. “By creating shared networks, we believe there will be numerous efficiencies and competitive advantages to Quiet partners and the industry overall—enabling companies to focus on increasing the value of their brands and product. The transaction will accelerate Quiet’s growth and offer a broader set of services to more customers.”

Gorab added, “Together, RFM and Greenfield designed and acquired state-of-the-art fulfillment centers that provide our associates with uniquely superior facilities and a collaborative culture; and deliver leading-edge distribution networks and transportation solutions for our customers. RFM has been an invaluable partner in this effort, and I look forward to partnering with them again.”

Advisors:
Evercore served as financial advisor to RFM and Greenfield Partners, with Sullivan & Cromwell serving as legal counsel. Centerview Partners served as the financial advisor to American Eagle Outfitters, Inc. with Wachtell, Lipton Rosen & Katz working in partnership with Dentons Cohen & Grigsby serving as legal counsel.

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About Related Fund Management:
Related Fund Management is the third-party investment manager affiliated with Related Companies and currently manages approximately $10.3 billion in commingled funds and separately managed accounts on behalf of public and private pension plans, endowments, family offices and sovereign wealth funds. RFM currently has a team of over 40 professionals headquartered in New York City with additional offices in Dallas and Los Angeles. Since inception in 2010, RFM has invested across all portions of the capital stack and in all major real estate sectors.
 
About Greenfield Partners: 
Greenfield Partners is a leading private investment firm with the reputation for seeing around corners and investing in advance of others. Over its 24-year history, Greenfield has become known as a thought leader in the logistics, boutique hospitality, and land finance sectors, and has invested over $6 billion in equity across multiple asset types. The firm’s investments have spanned the U.S., Canada and Europe, and have taken the form of both equity and opportunistic debt. For more information about Greenfield Partners, please visit www.greenfieldpartners.com.
 
About Quiet Logistics:
Founded in 2009, Quiet Logistics is a rapidly growing operator of state-of-the-art in-market fulfillment centers, and serves over 50 leading DTC and Omnichannel brands. Quiet’s unique strategy enables product to be positioned close to customers and stores, and brings speed and freight cost savings to its customers relative to traditional third-party fulfillment networks. Quiet has a history of innovation and thought leadership, having created Locus Robotics warehouse automation systems, and a focus on urbanization, automation, and access to labor pools outside of traditional DC hubs, to benefit its customers. For more information, please visit www.quietlogistics.com.
 
About American Eagle Outfitters, Inc.:
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle® and Aerie® brands. Our purpose is to show the world that there’s REAL power in the optimism of youth. The company operates stores in the United States, Canada, Mexico, and Hong Kong, and ships to 81 countries worldwide through its websites. American Eagle and Aerie merchandise also is available at more than 200 international locations operated by licensees in 33 countries. For more information, please visit www.aeo-inc.com.

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