Case No COMP/M.4527 - SUN CAPITAL / GOLDEN GATE / BAUER

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 02/02/2007

In electronic form on the EUR-Lex website under document number 32007M4527

Office for Official Publications of the European Communities L-2985 Luxembourg

COMMISSION OF THE EUROPEAN COMMUNITIES

Brussels, 02.II.2007

SG-Greffe(2007) D/200503/4

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

SIMPLIFIED PROCEDURE

To the notifying parties

Dear Madam(s) and/or Sir(s),

1.On 22.12.2006, the Commission received a notification of a proposed concentration pursuant to Article 4 of the aforementioned Council Regulation by which Sun Capital Securities Group LLC, an affiliate of Sun Capital Partners Inc. (“Sun Capital”, USA.) and Golden Gate Capital Private Equity Inc. ("Golden Gate", USA) acquire within the meaning of Article 3(1)(b) of the Council Regulation joint control of Eddie Bauer Holdings, Inc. (“Eddie Bauer”, USA) by way of purchase of shares.

The business activities of the undertakings concerned are:

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Commission européenne, B-1049 Bruxelles / Europese Commissie, B-1049 Brussel - Belgium. Telephone: (32-2) 299 11 11.

-- for Sun Capital : private equity investment, active in a variety of sectors, including, via its portfolio companies Dim Branded Apparel ("DBA"), and Lee Cooper, in the production and distribution of men and women's apparel, accessories, jeans and footwear;

-- for Golden Gate : private equity investment fund;

-- for Eddie Bauer: retail of sportswear, mainly active in the USA, with European sales mainly in Germany.

2.After examination of the notification, the Commission has concluded that the notified operation falls within the scope of Council Regulation (EC) No. 139/2004 and of paragraph 5 (b) of the Commission Notice on a simplified procedure for treatment of certain

concentrations under Council Regulation (EC) No. 139/2004.

For the reasons set out in the Notice on a simplified procedure, the Commission has decided not to oppose the notified operation and to declare it compatible with the common market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of Council Regulation (EC) No. 139/2004.

For the Commission signed Philip LOWE Director General

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