CHICAGO, March 1, 2013 /PRNewswire/ -- Claire's Stores, Inc. (the "Company") today announced the commencement of a cash tender offer for up to $210 million aggregate principal amount of its outstanding debt securities from the two series listed below.
The tender offer is being made pursuant to an Offer to Purchase, dated March 1, 2013, and a related Letter of Transmittal, dated March 1, 2013, which set forth a more detailed description of the tender offer.
Upon the terms and subject to the conditions described in the Offer to Purchase, the Letter of Transmittal and any amendments or supplements to the foregoing, the Company is offering to purchase for cash up to $210 million aggregate principal amount of its 9.25% Senior Notes due 2015 and 9.625%/10.375% Senior Toggle Notes due 2015 (collectively, the "Notes").
Holders must validly tender their Notes at or prior to 5:00 p.m., New York City time, on March 14, 2013 (such date and time, as they may be extended, the "Early Participation Date") to be eligible to receive the Total Consideration (as set forth in the table below). The tender offer will expire at 11:59 p.m., New York City time, on March 28, 2013 (the "Expiration Date"), unless extended or earlier terminated.
Dollars per $1,000 PrincipalAmount of Securities
Title of Security
9.25% Senior Notes due 2015
9.625%/10.375% Senior Toggle Notes due 2015
The Company's obligation to accept for purchase any of the Notes in the tender offer is subject to the satisfaction or waiver of a number of conditions, including the completion by the Company of a private placement of new debt on terms satisfactory to the Company. The tender offer is not contingent upon the tender of any minimum principal amount of the Notes. The Company reserves the right to waive any one or more of the conditions at any time. In the event that less than $210 million aggregate principal amount of Notes is tendered and accepted for purchase, the Company currently intends to redeem, at its option, Senior Notes and/or Senior Toggle Notes, on or after June 1, 2013, in an aggregate principal amount of at least $210 million less the principal aggregate amount of Notes purchased in the tender offer, at a redemption price of 100% of the principal amount plus accrued but unpaid interest.
The tender offer consideration for each $1,000 principal amount of each series of the Notes validly tendered and accepted for purchase pursuant to the tender offer will be the applicable tender offer consideration for such series of Notes set forth in the table above (with respect to each series, the applicable "Tender Offer Consideration"). Notes that are validly tendered and not validly withdrawn at or prior to the Early Participation Date and accepted for purchase by the Company will receive the Total Consideration which is equal to the Tender Offer Consideration for the applicable Notes plus the Early Participation Payment, payable on the Initial Payment Date. To the extent the tender offer is not fully subscribed as of the Early Participation Date, Notes validly tendered after the Early Participation Date but before the Expiration Date and accepted for purchase by the Company will receive the applicable Tender Offer Consideration, payable on the Final Payment Date, but will not receive the Early Participation Payment.
Notes that are tendered and accepted for purchase at or prior to the Early Participation Date will be settled on the date that we refer to as the "Initial Payment Date," which will promptly follow the Early Participation Date. The Company anticipates that the Initial Payment Date for the Notes will be the first business day after the Early Participation Date. Notes that are tendered and accepted for purchase after the Early Participation Date but before the Expiration Date will be settled on the date that we refer to as the "Final Payment Date," which will promptly follow the applicable Expiration Date. The Company anticipates that the Final Payment Date for the Notes, if any, will be the first business day after the Expiration Date. If no additional Notes are tendered after the Early Participation Date and/or if the tender offer is fully subscribed as of the Early Participation Date, there will be no Final Payment Date.
In addition to the applicable Total Consideration or Tender Offer Consideration, as the case may be, all Notes accepted for purchase will also receive accrued and unpaid interest on those Notes from the last interest payment date to, but not including, the Initial Payment Date or the Final Payment Date, as applicable.
Subject to the terms and conditions of the Offer to Purchase (and any amendments or supplements thereto), the Company will accept for payment only such portions of validly tendered Notes that do not result in an aggregate principal amount of Notes purchased that exceeds $210 million. If the amount tendered is sufficient to allow the Company to accept some, but not all of the validly tendered Notes, the amount of Notes purchased will be prorated based on the aggregate principal amount of Notes validly tendered in the tender offer, rounded down for each series of Notes to the nearest integral multiple of $1,000, but not less than the minimum principal amount to be accepted.
The Company intends to accept for purchase all Notes validly tendered at or prior to the Early Participation Date, and will only prorate such Notes if the aggregate principal amount of Notes validly tendered and not withdrawn exceeds $210 million. If the aggregate principal amount of Notes tendered is less than $210 million as of the Early Participation Date, holders who validly tender Notes after the Early Participation Date may be subject to proration, whereas holders who validly tender Notes at or prior to the Early Participation Date will not be subject to proration. Furthermore, if the aggregate principal amount of tendered Notes equals or exceeds $210 million as of the Early Participation Date, the Company will not accept any Notes for purchase after the Early Participation Date and there will be no Final Payment Date. Tendered Notes may be withdrawn from the tender offer at or prior to, but not after, 5:00 p.m., New York City time, on March 14, 2013.
The Company has retained Credit Suisse Securities (USA) LLC to serve as dealer manager for the tender offer. D.F. King & Co., Inc. has been retained to serve as the information agent and tender agent for the tender offer.
For additional information regarding the terms of the tender offer, please contact: Credit Suisse Securities (USA) LLC at (800) 820-1653 (U.S. toll-free) or (212) 325-2476 (collect).
The Offer to Purchase and the related Letter of Transmittal are expected to be distributed to holders of Notes beginning today. Copies of the Offer to Purchase and the Letter of Transmittal related to the tender offer may also be obtained at no charge from D.F. King & Co., at (800) 697-6975 (toll-free) or (212) 269-5550 (collect).
Neither the Company, its board of directors, the information agent and tender agent nor the dealer manager make any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes.
This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities. The tender offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal. In any jurisdiction where the laws require a tender offer to be made by a licensed broker or dealer, the tender offer will be deemed to be made on behalf of the Company by the dealer manager, or one or more registered brokers or dealers under the laws of such jurisdiction.
Claire's Stores, Inc. is one of the world's leading specialty retailers of fashionable jewelry and accessories at affordable prices for young women, teens, tweens and girls ages 3 to 27. The Company operates through its two store concepts: Claire's® and Icing®. As of February 2, 2013, Claire's Stores, Inc. operated 3,085 stores in North America, Europe, and China. The Company also franchised 392 stores in Japan, the Middle East, Turkey, Greece, Guatemala, Malta, Ukraine, Mexico, India, Dominican Republic, El Salvador, Venezuela, Panama, Honduras, and Indonesia. More information regarding Claire's Stores is available on the Company's corporate website at http://www.clairestores.com.
This press release contains "forward-looking statements" which represent the Company's expectations or beliefs with respect to future events. Statements that are not historical are considered forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: changes in consumer preferences and consumer spending; competition; our level of indebtedness; general economic conditions; general political and social conditions such as war, political unrest and terrorism; natural disasters or severe weather events; currency fluctuations and exchange rate adjustments; uncertainties generally associated with the specialty retailing business, such as decreases in mall traffic due to high gasoline prices or other general economic conditions; disruptions in our supply of inventory; inability to increase same store sales; inability to renew, replace or enter into new store leases on favorable terms; increases in the cost of our merchandise; significant increases in our merchandise markdowns; inability to grow our store base in Europe or expand our international franchising operations; inability to design and implement new information systems or disruptions in adapting our information systems to allow for e-commerce sales; delays in anticipated store openings or renovations; uncertainty that definitive financial results may differ from preliminary financial results due to, among other things, final U.S. GAAP adjustments; results from any future asset impairment analysis; changes in applicable laws, rules and regulations, including changes in federal, state or local regulations governing the sale of our merchandise, particularly regulations relating to the content in our merchandise, general employment laws, including laws relating to overtime pay and employee benefits, health care laws, tax laws and import laws; product recalls; loss of key members of management; increases in the cost of labor; labor disputes; unwillingness of vendors and service providers to supply goods or services pursuant to historical customary credit arrangements; increases in the cost of borrowings; unavailability of additional debt or equity capital; and the impact of our substantial indebtedness on our operating income and our ability to grow. These and other applicable risks, cautionary statements and factors that could cause actual results to differ from the Company's forward-looking statements are included in the Company's filings with the Securities and Exchange Commission (the "SEC"), specifically as described in the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2012 filed with the SEC on April 4, 2012. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. The historical results contained in this press release are not necessarily indicative of the future performance of the Company.
J. Per Brodin, Executive Vice President and Chief Financial OfficerPhone: (847) 765-1100 or E-mail, firstname.lastname@example.org
SOURCE Claire's Stores, Inc.