<?xml version="1.0" encoding="UTF-8"?><rss xmlns:dc="http://purl.org/dc/elements/1.1/" xmlns:content="http://purl.org/rss/1.0/modules/content/" xmlns:atom="http://www.w3.org/2005/Atom" version="2.0" xmlns:itunes="http://www.itunes.com/dtds/podcast-1.0.dtd" xmlns:googleplay="http://www.google.com/schemas/play-podcasts/1.0"><channel><title><![CDATA[The Carve-Out]]></title><description><![CDATA[The business of outdoor & action sports. Business strategy, deals and the numbers behind the brands and the industry you love. Monthly analysis ⬇️]]></description><link>https://www.thecarve-out.com</link><image><url>https://substackcdn.com/image/fetch/$s_!tmPH!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F12352fd8-6056-4557-891d-5f08e375be0c_664x664.png</url><title>The Carve-Out</title><link>https://www.thecarve-out.com</link></image><generator>Substack</generator><lastBuildDate>Fri, 11 Sep 2026 19:41:25 GMT</lastBuildDate><atom:link href="https://www.thecarve-out.com/feed" rel="self" type="application/rss+xml"/><copyright><![CDATA[The Carve-Out]]></copyright><language><![CDATA[fr]]></language><webMaster><![CDATA[thecarveout@substack.com]]></webMaster><itunes:owner><itunes:email><![CDATA[thecarveout@substack.com]]></itunes:email><itunes:name><![CDATA[The Carve-Out]]></itunes:name></itunes:owner><itunes:author><![CDATA[The Carve-Out]]></itunes:author><googleplay:owner><![CDATA[thecarveout@substack.com]]></googleplay:owner><googleplay:email><![CDATA[thecarveout@substack.com]]></googleplay:email><googleplay:author><![CDATA[The Carve-Out]]></googleplay:author><itunes:block><![CDATA[Yes]]></itunes:block><item><title><![CDATA[Quiksilver built a surf empire. Then one deal almost sank it.]]></title><description><![CDATA[Issue 04 &#8212; The business of outdoor & action sports]]></description><link>https://www.thecarve-out.com/p/quiksilver-built-a-surf-empire-then</link><guid isPermaLink="false">https://www.thecarve-out.com/p/quiksilver-built-a-surf-empire-then</guid><dc:creator><![CDATA[The Carve-Out]]></dc:creator><pubDate>Tue, 11 Aug 2026 14:29:52 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!tmPH!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F12352fd8-6056-4557-891d-5f08e375be0c_664x664.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p><span>Walk into a surf shop and pick up a pair of Quiksilver boardshorts. The logo is exactly where it has always been. The brand feels permanent &#8212; one of the founding names of surf, still on the wall, still selling.</span></p><p style="text-align: justify;"><span>But the company that built that name doesn&#8217;t really exist anymore. It grew into the biggest surf business in the world, made one acquisition that changed everything, spent a decade unwinding it, went through court-supervised restructuring, and came out the other side as something different: not a company, but a name that gets licensed out. The boardshorts are still made. Just not by anyone who answers to &#8220;Quiksilver&#8221; the way the founders did.</span></p><p style="text-align: justify;"><span>This is how one of surf&#8217;s greatest brands became an asset &#8212; and it started with a deal that had nothing to do with surfing.</span></p><p style="text-align: justify;"><strong><span>Building an empire.</span></strong></p><p style="text-align: justify;"><span>Quiksilver began in 1969 in Torquay, a small surf town on Australia&#8217;s south coast, with two surfers who thought they could make a better pair of boardshorts. That&#8217;s the whole origin story, and for a while it was enough.</span></p><p style="text-align: justify;"><span>Over the following decades it became the largest surf company on earth. It listed publicly, built Roxy into a powerhouse of its own, acquired DC Shoes, and put its brands on beaches and high streets across the world. At its peak it was a genuine global business, approaching a billion dollars in annual revenue, and the undisputed name in surf.</span></p><p style="text-align: justify;"><span>But the engine of all that success was expansion &#8212; more brands, more categories, more territories, always growing. That instinct built the empire. It&#8217;s also what set the trap. Because the same appetite that turned two surfers into a global company eventually pushed it into a business it had no reason to be in.</span></p><p style="text-align: justify;"><strong><span>The deal that didn&#8217;t fit.</span></strong></p><p style="text-align: justify;"><span>In 2005, Quiksilver &#8212; a surfwear company &#8212; bought Skis Rossignol.</span></p><p style="text-align: justify;"><span>Not just Rossignol. The acquisition brought in a whole winter-sports group: the Rossignol and Dynastar ski brands, Lange ski boots, the Look binding business, and Cleveland Golf. The logic, as pitched, was seductive: pair the world&#8217;s biggest summer board-sports brand with a winter one and build a year-round board-riding giant, strong in every season.</span></p><p style="text-align: justify;"><span>The price tells you how big a bet it was. Quiksilver paid around $320 million for the equity &#8212; acquiring the majority stake and then tendering for the rest at $25.50 a share &#8212; funded roughly 30% in its own stock and 70% in cash, some of it deferred. Counting the debt it took on with the business, the enterprise value was closer to $560 million. Either way, for a surf company, this was enormous.</span></p><p style="text-align: justify;"><span>And it was funded largely by borrowing. In a single year, Quiksilver&#8217;s long-term debt went from roughly $173 million to roughly $691 million &#8212; close to four times more. The company had leveraged itself to buy a declining, capital-intensive ski manufacturer in a business it didn&#8217;t know, in an industry that lives and dies by winter weather. The empire had reached beyond what it understood and paid for the reach with a balance sheet it now had to defend in every downturn.</span></p><p style="text-align: justify;"><strong><span>The unwind.</span></strong></p><p style="text-align: justify;"><span>The downturn came, and Quiksilver spent years taking the deal apart piece by piece.</span></p><p style="text-align: justify;"><span>Cleveland Golf went first, sold to SRI Sports for $132.5 million late 2007. Then the ski business itself &#8212; and here the timing turned brutal. In August 2008, Quiksilver announced the sale of Rossignol for &#8364;100 million, structured as &#8364;75 million in cash plus a &#8364;25 million note. By the time the deal actually closed, on 12 November 2008, the agreed price had collapsed to &#8364;40 million &#8212; roughly $50 million. The financial crisis had hit between signing and closing, and it cut the price by more than half in ten weeks. The buyer was Chartreuse &amp; Mont Blanc, led by Rossignol&#8217;s former chief executive Bruno Cercley and backed by Macquarie Group.</span></p><p style="text-align: justify;"><span>Add it up and the arithmetic is unforgiving. Against roughly $320 million of equity put in, Quiksilver recovered something on the order of half &#8212; Cleveland Golf plus Rossignol &#8212; and that&#8217;s before counting the interest carried on all that debt for three years. The expansion of 2005 had become a fire sale.</span></p><p style="text-align: justify;"><span>Here&#8217;s the important part, and the part a dramatic retelling gets wrong: Rossignol did not, by itself, sink Quiksilver. The company limped on for years afterward. What Rossignol did was leave the group carrying debt it couldn&#8217;t shed, right as its core business softened &#8212; surf apparel losing ground to changing tastes, tougher competition, and the long consumer hangover after 2008. Rossignol was a major cause, not the only one. It turned a fragile company into one with no margin for error, and then the errors came.</span></p><p style="text-align: justify;"><span>By September 2015, Quiksilver filed for Chapter 11 &#8212; bankruptcy protection, not liquidation. The distinction matters: the brand kept operating and selling the entire time. This wasn&#8217;t a company vanishing. It was a company handing itself over to be restructured, with around $800 million of debt on its books.</span></p><p style="text-align: justify;"><strong><span>Back from the court &#8212; as an asset.</span></strong></p><p style="text-align: justify;"><span>Who takes over a brand in Chapter 11? Often, the people it already owes money to.</span></p><p style="text-align: justify;"><span>Oaktree Capital, a large distressed-investment firm, was already a Quiksilver creditor going into the restructuring. It converted that position into control &#8212; a classic &#8220;loan-to-own&#8221; move, where a lender ends up owning the business it lent to &#8212; and brought it out of bankruptcy protection in 2016, with Bank of America among the lenders backing the exit financing. Quiksilver didn&#8217;t so much get rescued as get repossessed and reorganised by its financiers.</span></p><p style="text-align: justify;"><span>From there, the brand became something to be repackaged and moved. In 2017 the company was renamed Boardriders. In 2018 it bought its old rival Billabong, rolling the two biggest names in surf into one owner. And in 2023 the whole portfolio was sold to Authentic Brands Group &#8212; a licensing house that doesn&#8217;t manufacture anything. Under that model, Quiksilver isn&#8217;t a company that makes and sells surfwear. It&#8217;s a trademark, licensed to operators who pay to put the name on their products.</span></p><p style="text-align: justify;"><span>The endpoint of that logic arrived in early 2025, when Liberated Brands &#8212; the operator licensing Quiksilver, Billabong and Volcom in the US &#8212; went bankrupt itself, and the stores closed. The name survived even that. It simply moved to new operators. Because at this point the name is the asset, and the business attached to it is interchangeable.</span></p><p style="text-align: justify;"><strong><span>What&#8217;s left.</span></strong></p><p style="text-align: justify;"><span>Go back to that pair of boardshorts on the wall. The logo is intact. The name is fifty-plus years old and still selling. But it no longer stands for a company, a headquarters, a team betting its own future on whether the product is good. It stands for a licensing right that has changed hands from a public company to its creditors, to a licensing house &#8212; each owner one step further from the surf the brand was built on.</span></p><p style="text-align: justify;"><span>Quiksilver&#8217;s arc is the whole thesis of this industry in one brand. The ambition that built it is what almost broke it. And what came out the other side isn&#8217;t a smaller version of the company &#8212; it&#8217;s a name, valued and traded on its own, doing the one thing a name can still do when everything else is gone: get licensed, again.</span></p><p style="text-align: justify;"><span>The question it leaves behind is the one worth carrying into the next of these stories. When a brand becomes an asset, what exactly is anyone buying &#8212; the business, or just the memory of one?</span></p><p style="text-align: justify;"><strong><span>B. Rousselot (The Carve-Out)</span></strong></p><p style="text-align: justify;"><em><span>Sources: Quiksilver / Boardriders annual reports and SEC filings (including the FY2005 and FY2008 Form 10-K); the 2005 Rossignol acquisition announcement; 2008 divestiture reporting; 2015 Chapter 11 filings; the 2023 Authentic Brands acquisition announcement; contemporaneous trade reporting</span></em></p>]]></content:encoded></item><item><title><![CDATA[Everyone wears Vans. The sales didn't follow.]]></title><description><![CDATA[Issue 03 &#8212; The business of outdoor & action sports]]></description><link>https://www.thecarve-out.com/p/everyone-wears-vans-the-sales-didnt</link><guid isPermaLink="false">https://www.thecarve-out.com/p/everyone-wears-vans-the-sales-didnt</guid><dc:creator><![CDATA[The Carve-Out]]></dc:creator><pubDate>Thu, 30 Jul 2026 14:30:13 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!tmPH!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F12352fd8-6056-4557-891d-5f08e375be0c_664x664.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p><span>Vans has rarely been more visible. In the space of a few months the brand has been called a footwear-brand-of-the-year contender, courted by luxury houses, and sold out of a limited release in half an hour. </span><strong><span>If cultural relevance paid the bills, Vans would be its owner&#8217;s (VF Corporation) star.</span></strong></p><p style="text-align: justify;"><span>In its first-quarter results for fiscal 2027, presented on 29 July 2026, VF reported the opposite. Vans was the fastest-shrinking brand in the group&#8217;s stable &#8212; down 9% in constant currency against the same quarter last year. </span><strong><span>Same brand everyone is wearing; sales going backwards</span></strong><span>.</span></p><p style="text-align: justify;"><span>That gap is the interesting part, and it says almost nothing about whether people want Vans. It says a great deal about how the brand reaches them &#8212; and about the distance between what a company says on results day and what the numbers underneath actually show.</span></p><p style="text-align: justify;"><strong><span>Two brands hiding inside one number.</span></strong></p><p style="text-align: justify;"><span>A single revenue figure can conceal two opposite movements, and Vans is a textbook case.</span></p><p style="text-align: justify;"><span>Split the brand by channel and the picture inverts. Direct-to-consumer (DTC) &#8212; VFC&#8217;s own stores and website &#8212; is growing. Management noted that in the US, where roughly half of Vans&#8217; business sits, e-commerce is accelerating and close to 60% of physical stores are now flat or growing. That is not the profile of a brand in cultural decline.</span></p><p style="text-align: justify;"><span>Wholesale is the drag. Sales through third-party retailers &#8212; the shops that stock Vans alongside other brands &#8212; fell hard enough to more than offset the direct gains. And because wholesale is the larger half of the business, its decline sets the headline number. The result: a brand growing where VFC controls the counter, shrinking where it doesn&#8217;t, and printing &#8722;9% overall.</span></p><p style="text-align: justify;"><span>So the honest description isn&#8217;t &#8220;Vans is struggling.&#8221; </span><strong><span>It&#8217;s &#8220;Vans is growing in one channel and falling in a bigger one.&#8221;</span></strong><span> Those are very different diagnoses, and only one of them is a problem you fix by rebuilding demand.</span></p><p style="text-align: justify;"><strong><span>Why it&#8217;s the channel, not the brand.</span></strong></p><p style="text-align: justify;"><span>This is where the Vans story connects to something larger playing out across the industry.</span></p><p style="text-align: justify;"><span>The wholesale decline isn&#8217;t mainly about shoppers walking past Vans. It&#8217;s about retailers ordering less &#8212; working down inventory, hesitating on reorders, waiting for newness before committing. That&#8217;s a plumbing problem in the distribution system, not a desirability problem on the shelf. You can see the two moving independently: consumer pull, measured through VFC&#8217;s own channels, is improving at the same time wholesale shipments fall.</span></p><p style="text-align: justify;"><span>VFC&#8217;s answer is to rebuild Vans direct-first: fix the brand where it owns the relationship with the shopper, then let wholesale follow once retailers see the momentum and restock. Management was explicit that this is the sequence &#8212; DTC leads, wholesale lags.</span></p><p style="text-align: justify;"><span>It&#8217;s a defensible strategy, and it&#8217;s the same wholesale-to-direct shift reshaping much of this industry. But it comes with a cost the upbeat version tends to skip. </span><strong><span>DTC carries higher margins and gives the brand control over how it&#8217;s presented &#8212; but it builds volume slowly, one store and one order at a time, where wholesale moves inventory in bulk</span></strong><span>. Rebuilding a brand of Vans&#8217; scale through the direct channel first means trading speed for margin and control. That&#8217;s a legitimate trade. It also means the recovery, by design, takes longer to show up in the total, which is precisely why a brand can be culturally hot and financially flat in the same quarter.</span></p><p style="text-align: justify;"><strong><span>The same road, further along.</span></strong></p><p style="text-align: justify;"><span>For a sense of where that road leads, look at the brand one shelf over in the same portfolio.</span></p><p style="text-align: justify;"><strong><span>The North Face grew 4% in constant currency in the quarter, expanding across both direct and wholesale &#8212; the combination Vans is still working toward.</span></strong><span> It is, in effect, further along the same transition: a brand that has already re-earned its wholesale orders while keeping direct momentum.</span></p><p style="text-align: justify;"><span>One caveat keeps the comparison honest. Part of that first-quarter strength came from order timing, not underlying acceleration, Some wholesale shipments that would normally land in the first quarter arrived late in the prior year, flattering the comparison. VFC said as much and guided The North Face to a roughly flat second quarter for the same reason. This isn&#8217;t sleight of hand; wholesale order phasing is ordinary in this business. </span><strong><span>But it means The North Face isn&#8217;t a miracle to Vans&#8217; mess. It&#8217;s the same journey, a year or two ahead, with its own quarter-to-quarter noise.</span></strong></p><p style="text-align: justify;"><strong><span>What the results-day framing leaves out.</span></strong></p><p style="text-align: justify;"><span>Here is where it pays to read the results the way an analyst does rather than the way a press release invites.</span></p><p style="text-align: justify;"><span>Nothing VFC said on 29 July was untrue. The quarter genuinely beat the company&#8217;s own guidance. Adjusted gross margin genuinely improved. Net debt genuinely fell by $1.1 billion, or 20%, year on year &#8212; a real and substantial de-risking of the balance sheet. On its own terms, &#8220;solid start to the year&#8221; is a fair description, and the decision to raise full-year revenue guidance to up 2% or better in constant currency is backed by the numbers.</span></p><p style="text-align: justify;"><span>But framing is a choice about emphasis, and the emphasis is worth noticing. The headline is the beat and the guidance raise. What sits further down is that the single largest brand problem in the portfolio &#8212; Vans, down 9% &#8212; has not yet turned, and that the fix is scheduled rather than delivered. VF guided Vans to a first-half decline of around 9%, improving to down 2% or better in the second half, which would leave the brand down mid-single digits for the full year. </span><strong><span>In other words, the recovery everyone is being asked to price in happens in the back half of the year, on a curve the company has drawn but not yet walked.</span></strong></p><p style="text-align: justify;"><span>That&#8217;s not a criticism of honesty; it&#8217;s an observation about weight. The reassuring metrics &#8212; the beat, the margin, the debt reduction &#8212; are largely about the group and the balance sheet. The unresolved one is about the brand most people actually associate with VFC. A reader who takes &#8220;raising guidance&#8221; as the whole story would miss that the biggest single swing factor for the year is a second-half promise, dependent on wholesale partners restocking on schedule. The de-leveraging is done and bankable. The Vans turn is forecast. Those deserve different levels of confidence, and results-day language tends to grant them the same one.</span></p><p style="text-align: justify;"><strong><span>The useful discipline, on any results day, is to separate what has happened from what is guided to happen &#8212; and to notice which one the framing leans on.</span></strong></p><p style="text-align: justify;"><strong><span>The paradox, resolved.</span></strong></p><p style="text-align: justify;"><span>Which brings us back to where we started. How can a brand be everywhere and still lose sales? </span><strong><span>Because fame and financial health are not the same thing, and they can move in opposite directions for a while.</span></strong></p><p style="text-align: justify;"><span>The desire for Vans looks real and, if anything, rebuilding. The revenue hasn&#8217;t caught up because the channel that carries most of it hasn&#8217;t turned &#8212; and the plan to turn it lives in the second half of the year, not in the quarter just reported. That&#8217;s a coherent story and possibly a successful one. It is not yet a delivered one.</span></p><p style="text-align: justify;"><strong><span>The next two quarters are the test</span></strong><span>. Not of whether people still want Vans &#8212; that question looks answered &#8212; but of whether a second-half promise becomes a second-half fact. That&#8217;s the number worth watching when VF reports again.</span></p><p style="text-align: justify;"><strong><span>B. Rousselot</span></strong></p><p style="text-align: justify;"><em><span>This article follows VF Corporation&#8217;s first-quarter fiscal 2027 results, presented on 29 July 2026. Sources: VF Corporation Q1 FY27 earnings presentation and management commentary (quarter ended 27 June 2026); trade reporting by Shop-Eat-Surf Outdoor. Figures as of July 2026. Constant-currency basis unless stated otherwise. Nothing here is investment advice.</span></em></p>]]></content:encoded></item><item><title><![CDATA[Two ways to own a surf brand]]></title><description><![CDATA[Issue 02 &#8212; The business of outdoor & action sports]]></description><link>https://www.thecarve-out.com/p/two-ways-to-own-a-surf-brand</link><guid isPermaLink="false">https://www.thecarve-out.com/p/two-ways-to-own-a-surf-brand</guid><dc:creator><![CDATA[The Carve-Out]]></dc:creator><pubDate>Wed, 29 Jul 2026 08:06:17 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!tmPH!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F12352fd8-6056-4557-891d-5f08e375be0c_664x664.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p><span>Rip Curl is one of the brands that built surfing. Right now it&#8217;s being pulled in two directions at once &#8212; and the strange thing is that both sides are led by people who know the water. One is a listed group that has spent the past year fixing its balance sheet. The other is a surf-industry veteran who wants to take the brand out and run it as a pure surf company. </span><strong><span>Two credible camps, both fluent in the sport.</span></strong></p><p style="text-align: justify;"><span>And yet, read the fine print of what each side is actually proposing, and neither answer is really about surfing. Both are about capital, structure and shareholder value. That&#8217;s not a criticism &#8212; it&#8217;s the whole point. In the first issue of this newsletter, I argued that the brands you grew up with have quietly become financial assets to be held and traded rather than businesses to be run. </span><strong><span>Rip Curl is that argument playing out in real time.</span></strong></p><p style="text-align: justify;"><strong><span>The case for breaking it out.</span></strong></p><p style="text-align: justify;"><span>Start with the challenger, because his case is the one most surfers instinctively want to win.</span></p><p style="text-align: justify;"><span>In March 2026, Stokehouse Unlimited &#8212; the vehicle of Paul Naude &#8212; approached KMD Brands (KMD), Rip Curl&#8217;s listed parent, with a proposal to separate the brand and merge it into a dedicated surf company. Naude is not a financier who discovered surfing on a pitch deck. He&#8217;s a former professional surfer, ran Billabong&#8217;s Americas business for years, and founded the surf brand Vissla. Few people alive have a stronger claim to understanding what a surf brand is supposed to feel like.</span></p><p style="text-align: justify;"><span>His argument is straightforward and, on its own terms, compelling. Rip Curl currently sits inside a diversified group whose other main brands &#8212; Kathmandu and Oboz &#8212; are hiking labels. In that structure, surf is one line item among several, competing for capital and attention against very different businesses. Pull it out, the argument goes, put it in the hands of people who live the sport, and you get a focused surf company run by surfers rather than a division managed for portfolio balance.</span></p><p style="text-align: justify;"><strong><span>It&#8217;s the romantic case, and it deserves to be taken seriously</span></strong><span>. On brand credibility alone, Naude is almost certainly better placed to speak for Rip Curl than a group executive allocating capital across rainwear and trail shoes. If this were only a question of who understands the brand, the argument would be over.</span></p><p style="text-align: justify;"><strong><span>But look at the deal structure.</span></strong></p><p style="text-align: justify;"><span>It isn&#8217;t only that question &#8212; and this is where the cultural story meets the financial one.</span></p><p style="text-align: justify;"><span>Look at how the deal was actually built. Under the proposal, Rip Curl would first be demerged from KMD into a separately listed company, then merged with Stokehouse, with Stokehouse&#8217;s shareholders ending up owning 22% of the combined entity. Naude would run the merged business as chief executive, from California.</span></p><p style="text-align: justify;"><strong><span>The problem KMD&#8217;s board identified is not ideological; it&#8217;s arithmetic</span></strong><span>. By KMD&#8217;s account, Stokehouse&#8217;s contribution to the combined group&#8217;s earnings would be immaterial &#8212; the board described it as an </span><em><span>&#8220;immaterial contribution to combined EBITDA&#8221;</span></em><span> &#8212; yet Stokehouse&#8217;s side would take 22% of the merged company. Put plainly: a small, less profitable business would end up owning nearly a quarter of a structure built mostly on Rip Curl&#8217;s earnings, diluting the shareholders who own Rip Curl today.</span></p><p style="text-align: justify;"><span>Then there&#8217;s the funding. According to KMD, Stokehouse was not bringing in new capital of its own. Instead, the transaction would be financed by a large capital raising carried out by the smaller, newly demerged Rip Curl&#8211;Stokehouse entity itself &#8212; meaning the asset being &#8220;rescued&#8221; would, in effect, pay for its own takeover, diluting existing shareholders a second time. Add the one-off costs and dis-synergies of separating a brand out of a shared group platform, and the board concluded the concept created two smaller, less profitable companies rather than one stronger one.</span></p><p style="text-align: justify;"><strong><span>This is the tension the romantic version skips</span></strong><span> over. An offer whose stated purpose is to protect a surf brand&#8217;s culture would have been executed by demerging that brand, loading the new entity with a capital raising, and handing 22% of it to the acquiring side for a modest earnings contribution. So the honest analyst&#8217;s question is not &#8220;does Naude love surfing&#8221; &#8212; he plainly does &#8212; but a harder one: does an intention to preserve the culture survive a structure that demerges, dilutes and financially stretches the very brand it claims to protect? Is this cultural stewardship, or is culture the framing around a control transaction? I don&#8217;t think the public record settles it, and it&#8217;s worth being clear about why: KMD&#8217;s objections are laid out in a formal announcement, while Naude&#8217;s side of the argument has been reconstructed mostly through the trade press and is far less documented. The asymmetry is real, and I&#8217;m flagging it rather than papering over it.</span></p><p style="text-align: justify;"><strong><span>The other camp, and its blind spot.</span></strong></p><p style="text-align: justify;"><span>It would be easy, having read all that, to cast KMD as the cold financial owner starving a great brand. </span><strong><span>The numbers don&#8217;t support that story either</span></strong><span>.</span></p><p style="text-align: justify;"><span>KMD is not running Rip Curl into the ground; it is, by its own guidance, repairing the group that owns it. For the 2026 financial year, KMD guided group underlying profit to roughly double the prior year, refinanced its debt, and raised fresh equity to bring borrowings down relative to earnings. Whatever else you think of the group, this is not the behaviour of an owner asleep at the wheel</span><strong><span>. The diversified-portfolio logic KMD defends &#8212; spreading risk across different sports, seasons and geographies &#8212; is a real strategy, not an excuse, and right now it is working at the group level.</span></strong></p><p style="text-align: justify;"><span>But the group is not the brand, and here is the number that should trouble KMD&#8217;s camp. Over the same 24-week period, on a constant-currency basis, Kathmandu sales rose 4.8% while Rip Curl sales fell 2.8%. Management points to weak consumer confidence in Australia and heavy discounting by competitors &#8212; both fair, and both partly outside its control. Still, the fact stands: inside its own group, the surf label is the one going backwards, while the hiking brand pulls ahead.</span></p><p style="text-align: justify;"><span>So each side holds one half of the truth and is blind to the other. Naude has the better story and the weaker structure. KMD has the better balance sheet and the underperforming brand. </span><strong><span>Neither camp is wrong, exactly &#8212; and neither is the guardian of surfing it might like to be.</span></strong></p><p style="text-align: justify;"><strong><span>What the fight actually reveals. </span></strong></p><p style="text-align: justify;"><span>Step back from who should win and look at what the fight itself tells you.</span></p><p style="text-align: justify;"><span>A founding surf brand is now something to be demerged, merged, refinanced, reverse-split and reviewed for sale. Over a single stretch of 2026, Rip Curl&#8217;s parent rejected a takeover concept, launched a strategic review, refinanced its debt, raised equity, did a 25-to-1 reverse share split and put a manufacturing facility up for sale in South-East Asia. At no point in any of this is the first question &#8220;what&#8217;s best for surfing.&#8221; The first question &#8212; for KMD&#8217;s board and for Naude&#8217;s vehicle alike &#8212; is what creates shareholder value. </span><strong><span>That&#8217;s not a moral failing on anyone&#8217;s part. It&#8217;s simply what owning a brand as a financial asset means.</span></strong></p><p style="text-align: justify;"><span>That&#8217;s the thread back to issue 01. The point was never that private equity or foreign capital &#8220;kills&#8221; brands. It&#8217;s subtler and harder to escape: once a brand becomes an asset on someone&#8217;s balance sheet, its culture stops being a stakeholder and becomes the thing being valued. The most striking part of the Rip Curl story is not that a conglomerate treats it this way &#8212; it&#8217;s that even a lifelong surfer trying to &#8220;save&#8221; the brand can only do so through a demerger, a capital raise and a 22% ownership split. </span><strong><span>Culture isn&#8217;t a party at the table anymore. It&#8217;s the asset on it.</span></strong></p><p style="text-align: justify;"><strong><span>What happens next. </span></strong></p><p style="text-align: justify;"><span>None of this is settled. KMD&#8217;s strategic review is due to conclude alongside its full-year results on 23 September, and at least one industry observer has suggested the group&#8217;s largest shareholder is pushing for structural action on the portfolio, with an asset sale seen as a possible outcome &#8212; though that remains reported intention, not fact, and worth treating as such.</span></p><p style="text-align: justify;"><span>Whatever the review decides, the more revealing answer is already in. </span><strong><span>A brand that helped invent a sport is now, to everyone at the table, a position to be optimised</span></strong><span>. What the market decides it&#8217;s worth will tell you exactly how much &#8220;credibility in the water&#8221; counts for on a balance sheet.</span></p><p style="text-align: justify;"><strong><span>More on that once the review reports</span></strong><span>.</span></p><p style="text-align: justify;"><strong><span>B. Rousselot</span></strong></p><p style="text-align: justify;"><em><span>Sources: KMD Brands ASX / NZX announcements, including the 24 March 2026 response to the Stokehouse proposal and the July 2026 FY26 trading update; company financial guidance; trade reporting on Shop-Eat-Surf Outdoor website. Figures and ownership as of July 2026 (at constant currency). </span></em></p>]]></content:encoded></item><item><title><![CDATA[The brands stayed. The businesses left.]]></title><description><![CDATA[Issue 01 &#8212; The business of outdoor & action sports]]></description><link>https://www.thecarve-out.com/p/the-brands-stayed-the-businesses</link><guid isPermaLink="false">https://www.thecarve-out.com/p/the-brands-stayed-the-businesses</guid><dc:creator><![CDATA[The Carve-Out]]></dc:creator><pubDate>Tue, 28 Jul 2026 14:43:29 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!tmPH!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F12352fd8-6056-4557-891d-5f08e375be0c_664x664.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p><span>Walk into a surf shop today and pick up three things: a Rip Curl wetsuit, a Salomon shell, a pair of Vans. Three brands that helped define their sports. Not one of them is still owned by the company that built it.</span></p><p style="text-align: justify;"><span>This isn&#8217;t a story about brands dying. All three are alive, some of them thriving. It&#8217;s a story about what happened to the businesses behind the names &#8212; and why the logo on the product is now the last part of it that hasn&#8217;t changed.</span></p><p style="text-align: justify;"><strong><span>From makers to owners.</span></strong></p><p style="text-align: justify;"><span>For most of their history, the companies behind these brands did the whole job. They designed the product, manufactured it or contracted it closely, ran their own distribution, signed their own athletes, and lived or died by whether the thing they made was good. The brand and the business were the same object. If the product lost the plot, the company felt it directly.</span></p><p style="text-align: justify;"><span>That model is quietly being replaced by a different one. In the new version, the valuable asset isn&#8217;t the factory, the design team, or the athlete roster &#8212; it&#8217;s the name itself. Own the name, license it to operators who handle production and wholesale, collect a royalty on their sales, and let someone else carry the inventory risk. The brand becomes a financial asset to be held, not a business to be run.</span></p><p style="text-align: justify;"><span>You can see the logic in the numbers, and it&#8217;s genuinely compelling. A brand-owner that licenses rather than manufactures runs on higher margins, ties up far less capital, and earns a more predictable stream of royalty income instead of betting each season on a product cycle. For an investor, that&#8217;s a better business than the one it replaced. This is not a mistake anyone made. It&#8217;s a rational answer to a real question: why take on the cost and risk of making things when you can own the name and let others take it for you?</span></p><p style="text-align: justify;"><span>Authentic Brands Group (ABG) is the cleanest expression of this. When it bought the former Boardriders portfolio &#8212; Quiksilver, Billabong, DC Shoes and the rest &#8212; from Oaktree Capital in September 2023, it didn&#8217;t buy a manufacturer. It bought a shelf of names, which it then licenses out to operators. ABG doesn&#8217;t make the boardshorts. It owns the word on the label.</span></p><p style="text-align: justify;"><strong><span>What the model costs</span></strong></p><p style="text-align: justify;"><span>Here&#8217;s the part that doesn&#8217;t show up in the margin profile.</span></p><p style="text-align: justify;"><span>When the owner of a brand no longer makes anything, the loop that kept the product honest breaks. In the old model, the company that owned Quiksilver had to care whether Quiksilver boardshorts were good, because it made them and sold them and its name was on the downside. In the licensing model, the owner collects a royalty, and the licensee optimiscoutneres for volume. Nobody in that chain is paid to protect the brand&#8217;s credibility in the water. They&#8217;re paid to move units through wholesale.</span></p><p style="text-align: justify;"><span>That&#8217;s why the thing surfers have complained about for a decade &#8212; &#8220;it&#8217;s not the same anymore&#8221; &#8212; is not nostalgia. It&#8217;s an accurate read of an economic change. The product drifted because the incentive to keep it anchored was removed. Credibility in a sport is built slowly, by people who are in it, and it doesn&#8217;t survive being managed from a spreadsheet as a licensing line.</span></p><p style="text-align: justify;"><span>The fragility is not theoretical. In early 2025, Liberated Brands &#8212; the operator that held the license for Quiksilver, Billabong, and Volcom in the US &#8212; filed for bankruptcy, closed the brands&#8217; US stores, and laid off well over a thousand people. The names survived; ABG, the brands owner, simply moved them to new operators. But that&#8217;s exactly the point: when the brand is an asset and the business is a licensee, the business can fail without the brand even breaking stride. The label is insulated from the thing that actually makes it. That&#8217;s efficient. It&#8217;s also how a brand becomes a ghost of itself while still posting royalty income.</span></p><p style="text-align: justify;"><strong><span>The counter-example that sharpens the point. </span></strong></p><p style="text-align: justify;"><span>If the story were simply &#8220;financial ownership kills brands,&#8221; it would be easy to tell and wrong.</span></p><p style="text-align: justify;"><span>Look at Amer Sports. The Finnish group &#8212; owner of Arc&#8217;teryx and Salomon &#8212; was taken private in 2019 by a consortium led by China&#8217;s Anta Sports and relisted in New York in 2024. By the logic above, foreign financial ownership should have hollowed these brands out. It did the opposite. Arc&#8217;teryx became one of the most desirable technical brands in the world, its jackets priced above $350 and selling out; Salomon turned a trail-running shoe into a fashion object. Amer&#8217;s revenue reached the billions, and it got there by pushing the product upmarket, not by licensing the names to whoever would pay.</span></p><p style="text-align: justify;"><span>So the thesis isn&#8217;t that ownership by capital destroys brands. It&#8217;s more specific, and more useful: financial ownership decouples a brand from the culture that made it, and that decoupling has a cost &#8212; unless the owner chooses to reinvest in the product itself. Anta reinvested. The licensing model, by design, does not. One owner treats the brand as something to build; the other treats it as something to rent. The label looks identical on the shelf. The businesses behind them could not be more different.</span></p><p style="text-align: justify;"><span>That&#8217;s the real question to ask about any of these deals &#8212; not &#8220;who owns it now,&#8221; but &#8220;does the new owner make money by improving the product, or by renting the name.&#8221; The answer tells you what the brand will become.</span></p><p style="text-align: justify;"><strong><span>Where this goes next.</span></strong></p><p style="text-align: justify;"><span>The most interesting thing about this shift is what it&#8217;s starting to provoke. Having watched their brands turn into assets, some of the people who came out of the industry are now trying to buy them back &#8212; explicitly framing it as rescuing the product and the culture from owners who treat them as line items.</span></p><p style="text-align: justify;"><span>That fight is happening right now over one of the biggest names in surfing. It&#8217;s the clearest test yet of whether &#8220;credibility in the water&#8221; is worth anything on a balance sheet, or whether the market has already decided these are just names to be traded.</span></p><p style="text-align: justify;"><span>That&#8217;s the next issue.</span></p><p style="text-align: justify;"><strong><span>B. Rousselot</span></strong></p><p style="text-align: justify;"><em><span>Sources: company annual reports and 10-K filings; acquisition announcements from Authentic Brands Group, Amer Sports, VF Corporation and KMD Brands; shop-eat-surf-outdoor.com</span></em></p>]]></content:encoded></item></channel></rss>