Cache Announces CEO Succession

  Cache Announces CEO Succession

                Jay Margolis to Join Cache as Chairman and CEO

                Company Announces Backstopped Rights Offering

             Company Announces Preliminary Fourth Quarter Results

Business Wire

NEW YORK -- February 5, 2013

Cache, Inc., (NASDAQ: CACH), a specialty chain of women’s apparel stores,
announced today that its Board of Directors appointed Jay Margolis as Chairman
and Chief Executive Officer of Cache. Concurrent with this appointment, Thomas
Reinckens will step down as Chairman of the Board and Chief Executive Officer
of Cache.

Mr. Margolis is a highly accomplished executive with over 30 years of retail,
merchandising and product development experience in the specialty retail
industry. He has held senior leadership positions with several high profile
retail and apparel companies, most recently serving as President and Chief
Executive Officer of Limited Brands’ Apparel Group (Express and Limited
Stores), where he was responsible for revamping the product line and leading
the successful operational turnaround of the businesses. Prior to Limited
Brands, Mr. Margolis was President, Chief Operating Officer & Director of
Reebok International, where he played a critical role in improving the
financial and operating performance of the Reebok, Rockport and Ralph Lauren
Footwear brands. Prior to Reebok, Mr. Margolis served as Chairman and CEO of
Esprit de Corporation, USA, President and Vice Chairman of the Board of
Directors of Tommy Hilfiger Inc. and in several senior executive positions at
Liz Claiborne Inc. Mr. Margolis currently sits on the Board of Directors of
Burlington Coat Factory Warehouse Corporation, Godiva Chocolatier Inc. and
Boston Beer Company.

Mr. Reinckens, outgoing Chairman and Chief Executive Officer, commented: “We
are excited to attract a leader of Jay’s caliber to the position of Chairman
and CEO of Cache. Jay is a highly accomplished merchant with proven success in
strengthening assortments, growing revenues, increasing store productivity and
driving product sales in new channels, all of which is expected to position
our Company for sustained long term profitability and growth. We are confident
that Jay is the perfect choice for this important role.”

“I have spent much of my career at Cache and it has been an honor to be part
of this organization, leading the Company as Chairman and CEO for the past
four years and prior to that working as Chief Financial Officer,” Mr.
Reinckens continued. “I want to thank our employees, vendor partners and the
Cache Board of Directors for their support over the past 25 years.”

Mr. Margolis stated, “I am delighted to be joining Cache and believe a there
is a significant opportunity to build upon the existing foundation and create
a great retail brand. Cache is a unique brand that has a loyal customer base,
and I look forward to developing and executing a business plan that will allow
the Company to return to profitability and growth.”

In conjunction with joining the Company Mr. Margolis will invest $1 million in
newly issued shares of Cache in connection with the $8.0 million Rights
Offering announced today by the Company, subject to shareholder approval. The
proceeds of the Rights Offering will be used to provide enhanced liquidity to
Cache.

In connection with the Rights Offering, the Company announced that it entered
into an Investment Agreement with Mr. Margolis and two of the Company’s
shareholders, MFP Partners, L.P. and Mill Road Capital, L.P., under which they
have each agreed to backstop the Rights Offering on the terms and subject to
the conditions contained in that agreement (the "Backstop and Investment
Agreement"). The Rights Offering will provide the opportunity for all Cache
shareholders to invest at the same price as Mr. Margolis, MFP Partners and
Mill Road. Pursuant to the Rights Offering, each Cache shareholder will be
issued transferable rights that will enable the holder to purchase, at $1.65
per share, one share of Common Stock for each whole right. Holders of rights
who fully exercise all of their rights will also be entitled, to the extent
the Rights Offering is not fully subscribed, to purchase additional shares of
Common Stock for $1.65 per share (up to the number of shares purchased under
the holder’s basic subscription privilege). Under the Backstop and Investment
Agreement, MFP Partners and Mill Road have each agreed to purchase a number of
shares equal to their pro rata portion of the shares offered in the Rights
Offering, and, together with Mr. Margolis, they have each agreed to backstop
the Rights Offering such that Cache will receive the full $8 million. Cache
will seek to list the rights on the Nasdaq Global Select Market.

Pursuant to the Backstop and Investment Agreement, Mr. Margolis and Mill Road
have been granted the right to purchase additional shares of Common Stock from
the Company for $1.65 per share in an amount sufficient to enable them to
acquire $1.0 million and $3.5 million of Common Stock, respectively, to the
extent that they are not able to acquire those amounts through the Rights
Offering and the backstop. The Company expects to commence the Rights Offering
as soon as practicable, and has not yet determined the record date,
anticipated issuance date, or expiration date in respect of the Rights
Offering. The Backstop and Investment Agreement is subject to satisfaction of
customary conditions, including shareholder approval of the issuance of the
shares thereunder. Financo LLC. is serving as the exclusive financial advisor
to Cache in this transaction. Schulte Roth & Zabel LLP served as counsel to
Cache in connection with the transactions described herein. Skadden, Arps,
Slate, Meagher & Flom LLP and Foley Hoag LLP represented MFP and Mill Road,
respectively.

The Company also announced today that it entered into a Voting Agreement with
MFP Partners and Mill Road providing that Michael F. Price and an independent
individual designated by Mill Road will be appointed to serve as directors of
the Company on the day prior to the shareholders meeting to vote on the
issuance of shares in the Rights Offering and under the Backstop and
Investment Agreement (or such later date designated by them). In addition, the
Voting Agreement provides, among other things, that at the Company's 2013
annual meeting of shareholders, such individuals, and an additional individual
designated by MFP Partners, will be nominated for election to the Board and
each of MFP Partners and Mill Road will vote all of their shares of Common
Stock in favor of the election of such individuals to the Board, in each case,
subject to the terms of the Voting Agreement. The term of the Voting Agreement
expires immediately following the 2013 annual meeting of shareholders, unless
earlier terminated in accordance with its terms.

Separately, Cache announced preliminary unaudited results for the 13-week
period ended December 29, 2012:

For the fourth quarter of 2012, the 13-week period ended December 29, 2012:

  *Net sales are expected to decrease 3.3% to 60.8 million, compared to $62.9
    million in the fourth quarter of 2011;
  *Comparable store sales are expected to decline 0.7%, compared to the 12.4%
    increase in the fourth quarter of 2011; and
  *Pre-tax loss is currently expected in the range $4.8 - $5.1 million,
    compared to pretax income of $2.4 million in the fourth quarter of 2011.

In addition:

  *Inventory at year end is expected to decline modestly from the prior year
    end; and
  *Cash and marketable securities at year end are expected to decline to
    approximately $18 million from $26.5 million at the prior year end.

The foregoing results are preliminary in nature and remain subject to
finalization. Actual results may differ, and any such difference could be
material.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy nor will there be any sale of any securities referred to in
this press release in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. The Rights Offering
will be made only by means of a prospectus meeting the requirements of the
Securities Act of 1933, as amended.

About Cache, Inc.

Cache is a nationwide, mall-based specialty retailer of sophisticated
sportswear and social occasion dresses targeting style-conscious women who
have a youthful attitude and are self-confident. The Company currently
operates 261 stores, primarily situated in central locations in high traffic,
upscale malls in 42 states, the Virgin Islands and Puerto Rico.

Certain matters discussed within this press release may constitute
forward-looking statements within the meaning of the federal securities laws.
Although Cache, Inc. believes the statements are based on reasonable
assumptions, there can be no assurance that these expectations will be
attained. Actual results and timing of certain events could differ materially
from those projected in or contemplated by the forward-looking statements due
to a number of factors, including, without limitation, satisfaction of the
conditions relating to the Rights Offering and the other transactions
contemplated by the Backstop and Investment Agreement, industry trends,
merchandise and fashion trends, competition, seasonality and changes in
general economic conditions and consumer spending patterns, reliance on
foreign manufacturers, dependence on management, dependence on vendors and
distributors, material weakness in our internal controls, as well as other
risks outlined from time to time in the filings of Cache, Inc. with the
Securities and Exchange Commission.

Contact:

Cache Inc.
Maggie Feeney, 212-575-3206
Executive Vice President and Chief Financial Officer
or
Investor Relations:
ICR, Inc.
Allison Malkin, 203-682-8225
Rachel Schacter, 646-277-1243
 
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