NEW YORK CITY-Apparel retailer J.Crew Group Inc., headquartered here, said Tuesday it has agreed to a buyout by a partnership of San Francisco-based TPG Capital and Leonard Green & Co., based in Los Angeles. The deal is valued at approximately $3 billion, or $43.50 per share, a 29% premium on the retailer’s average closing share price last month. Millard Drexler will continue as J.Crew’s chairman and CEO and maintain a "significant equity investment," the company says.

Under terms of the agreement, a committee of J.Crew directors can shop around for alternative proposals through January 2011, a “go shop” period that would reflect the retailer’s holiday sales performance. If the process does not result in a better offer, the TPG/Leonard Green deal is expected to close in the first half of next year.

“As I have always said, we are in this for the long term and we do what we do day in and day out so we can deliver the best possible products to our customers,” Drexler says in a statement. “TPG Capital, with whom we have a long working relationship, along with Leonard Green & Partners, are both well respected private investment firms whose substantial resources and experience will enable us to invest in our future growth.”

TPG had taken a 56% stake in J.Crew for $125 million in 1997, and hired Drexler as CEO soon after he stepped down from the top spot at Gap Inc. in 2002. The private equity firm sold off the last of its J.Crew shares in April 2009. TPG and Leonard Green also jointly own pet products retailer Petco.

The board’s special committee was advised by an independent financial advisor, Perella Weinberg Partners LP, and an independent legal advisor, Cravath, Swaine & Moore LLP. Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to J.Crew. Goldman Sachs and Bank of America Merrill Lynch are acting as financial advisors to TPG Capital and Leonard Green & Partners, while Ropes & Gray LLP is acting as legal advisor to TPG Capital and Latham & Watkins is acting as legal advisor to Leonard Green & Partners.

Separately, J.Crew announced its third-quarter results on Tuesday, with revenues increasing 4% year over year to $429.3 million. Store sales for the quarter that ended Oct. 30 increased 1% to $303.3 million, with comparable store sales decreasing 1%. That compares with an 8% same-store increase in Q3 ’09. Net income for the quarter was $37.8 million, a decline of nearly 14% year over year.