Signet UK Finance plc, a wholly-owned subsidiary of Signet
Jewelers Limited (“Signet”) (NYSE:SIG), (the “Company”), today
announced that it is commencing a tender offer to purchase any and
all of its outstanding 4.700% Senior Notes due 2024 (CUSIP No.
82671AAA1) (the “Notes”) through a cash tender offer (the “Tender
Offer”).
Outstanding Principal
Amount
CUSIP Number
Security Description
Tender Offer
Consideration(1)
Early Tender
Premium(1)
Total
Consideration(1)(2)
$400,000,000(3)
82671AAA1
4.700% Senior Notes due 2024
$920.00
$30.00
$950.00
(1) Per $1,000 principal amount of Notes validly tendered and
accepted. (2) Inclusive of the Early Tender Premium. (3) Represents
outstanding principal amount of Notes.
The Tender Offer will expire at 11:59 p.m., New York City time,
on October 2, 2019, which time and date may be extended (the
“Expiration Time”). Under the terms of the Tender Offer, holders of
the Notes who validly tender and do not validly withdraw their
Notes and consents prior to 5:00 p.m., New York City time, on
September 18, 2019, which time and date may be extended (the “Early
Tender Time”), will be eligible to receive the “Total
Consideration,” which is equal to $950.00 per $1,000 principal
amount of Notes validly tendered. The Total Consideration is equal
to the sum of (i) $920.00 per $1,000 in principal amount of Notes
validly tendered, or the “Tender Offer Consideration,” plus (ii)
$30.00 per $1,000 in principal amount of the Notes validly
tendered, or the “Early Tender Premium.” Tendered Notes may be
withdrawn and the related consents may be revoked at any time prior
to 5:00 p.m., New York City time, on September 18, 2019, which time
and date may be extended, but not thereafter.
Holders of the Notes who validly tender their Notes after the
Early Tender Time but on or before the Expiration Time will receive
only the Tender Offer Consideration. In both cases, holders whose
Notes are purchased in the Tender Offer will also be paid accrued
and unpaid interest from the most recent interest payment date on
the Notes to, but not including, the applicable settlement
date.
In connection with the Tender Offer, the Company is soliciting
the consents of holders of the Notes to certain proposed amendments
(the “Proposed Amendments”) to the indenture governing the Notes
(the “Consent Solicitation”). The purpose of the Consent
Solicitation and Proposed Amendments is to eliminate most of the
restrictive covenants and certain default provisions of the
indenture. Any holder who tenders Notes pursuant to the Tender
Offer must also deliver a consent to the Proposed Amendments and to
the execution and delivery of a supplement to the indenture
governing the Notes. Delivery of consents to the Proposed
Amendments by the holders of at least a majority of the aggregate
principal amount of the outstanding Notes is required for the
adoption of the Proposed Amendments (the “Requisite Consents”).
The completion of the Tender Offer and the related Consent
Solicitation is subject to the satisfaction or waiver of certain
conditions that are set forth in the Offer to Purchase, including,
among other things, the majority of the Notes being validly
tendered and the consummation of one or more debt financing
transactions resulting in the Company having sufficient funds to
repurchase all tendered Notes and refinance Signet’s existing
senior credit facilities (the “Financing Transaction”), and is
expected to include new fully-committed 5-year, $1.6 billion senior
asset-based credit facilities (the “New Credit Facilities”).
Signet expects to enter into the New Credit Facilities with BofA
Securities, Inc., Fifth Third Bank, JPMorgan Chase Bank, N.A. and
PNC Capital Markets LLC as joint lead arrangers and bookrunners and
a syndicate of financial institutions and institutional lenders to
refinance all outstanding amounts under its existing senior credit
facilities that mature in July 2021, to refinance the Notes, to pay
related fees and expenses, and for general corporate purposes. The
new credit facilities are subject to final documentation and
customary closing conditions. If any of the conditions to the
Tender Offer is not satisfied or waived, Signet will not be
obligated to purchase any of the tendered Notes. The consummation
of the Financing Transaction is not conditioned on receipt of the
Requisite Consents.
The full terms and conditions of the Tender Offer and Consent
Solicitation are set forth in the Offer to Purchase and Consent
Solicitation Statement, dated September 5, 2019. The Company may,
at its own discretion, amend, extend, or subject to certain
conditions, terminate the Tender Offer or Consent Solicitation.
BofA Merrill Lynch and J.P. Morgan Securities LLC will act as
Dealer Managers for the Tender Offer and Solicitation Agents for
the Consent Solicitation. Questions regarding the Tender Offer and
Consent Solicitation may be directed to BofA Merrill Lynch at (888)
292-0070 (U.S. toll-free) or (980) 388-3846 (collect) and J.P.
Morgan Securities LLC at (866) 834-4666 (toll-free) or (212)
834-3424 (collect). Requests for documents relating to the Tender
Offer may be directed to D.F. King & Co., Inc., the Information
Agent and Tender Agent, at (212) 269-5550 (for banks and brokers)
or (800) 591-6309 (for all others) or signet@dfking.com.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation or sale will be made in any jurisdiction in which such
an offer, solicitation or sale would be unlawful.
None of Signet, its board of managers or board of directors, and
the trustee for the Notes (or its Agents), the Information Agent,
the Tender Agent, the Dealer Managers and Solicitation Agents or
any of their respective affiliates makes any recommendation as to
whether holders should tender, or refrain from tendering, all or
any portion of the principal amount of their Notes pursuant to the
Tender Offer or deliver, or refrain from delivering, any consent to
the Proposed Amendments pursuant to the Consent Solicitation.
About Signet Jewelers
Signet Jewelers Limited is the world's largest retailer of
diamond jewelry. Signet operates approximately 3,300 stores
primarily under the name brands of Kay Jewelers, Zales, Jared,
H.Samuel, Ernest Jones, Peoples, Piercing Pagoda, and
JamesAllen.com. Further information on Signet is available at
www.signetjewelers.com. See also www.kay.com, www.zales.com,
www.jared.com, www.hsamuel.co.uk, www.ernestjones.co.uk,
www.peoplesjewellers.com, www.pagoda.com, and
www.jamesallen.com.
Forward-Looking Statements
This release contains
statements which are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These
statements, based upon management’s beliefs and expectations as
well as on assumptions made by and data currently available to
management, appear in a number of places throughout this document
and include statements regarding, among other things, the expected
entry into new credit facilities and completion of the Tender
Offer. The use of the words “expects,” “intends,” “anticipates,”
“estimates,” “predicts,” “believes,” “should,” “potential,” “may,”
“forecast,” “objective,” “plan,” or “target,” and other similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future
performance and are subject to a number of risks and uncertainties
which could cause the actual results to not be realized, including,
but not limited to: our ability to complete the Tender Offer, our
ability to enter into the new credit facilities, market conditions,
or other factors that relate to us, including our ability to
implement Signet's transformation initiative; the effect of U.S.
federal tax reform and adjustments relating to such impact on the
completion of our quarterly and year-end financial statements;
changes in interpretation or assumptions, and/or updated regulatory
guidance regarding the U.S. federal tax reform; the benefits and
outsourcing of the credit portfolio sale including technology
disruptions, future financial results and operating results;
deterioration in the performance of individual businesses or of the
Company's market value relative to its book value, resulting in
impairments of fixed assets or intangible assets or other adverse
financial consequences, including tax consequences related thereto,
especially in view of the Company’s recent market valuation; our
ability to successfully integrate Zale Corporation and R2Net’s
operations and to realize synergies from the Zale and R2Net
transactions; general economic conditions; potential regulatory
changes, global economic conditions or other developments related
to the United Kingdom’s announced intention to negotiate a formal
exit from the European Union; a decline in consumer spending or
deterioration in consumer financial position; the merchandising,
pricing and inventory policies followed by Signet; Signet’s
relationships with suppliers and ability to obtain merchandise that
customers wish to purchase; the failure to adequately address the
List 4 tariff impact and or imposition of additional duties,
tariffs, taxes and other charges or other barriers to trade; the
reputation of Signet and its banners; the level of competition and
promotional activity in the jewelry sector; the cost and
availability of diamonds, gold and other precious metals; changes
in the supply and consumer acceptance of gem quality lab created
diamonds; regulations relating to customer credit; seasonality of
Signet’s business; the success of recent changes in Signet’s
executive management team; the performance of and ability to
recruit, train, motivate and retain qualified sales associates; the
impact of weather-related incidents on Signet’s business; financial
market risks; exchange rate fluctuations; changes in Signet’s
credit rating; changes in consumer attitudes regarding jewelry;
management of social, ethical and environmental risks; the
development and maintenance of Signet’s OmniChannel retailing; the
ability to optimize Signet’s real estate footprint; security
breaches and other disruptions to Signet’s information technology
infrastructure and databases, inadequacy in and disruptions to
internal controls and systems; changes in assumptions used in
making accounting estimates relating to items such as credit
outsourcing fees, extended service plans and pensions; risks
related to Signet being a Bermuda corporation; the impact of the
acquisition of Zale Corporation on relationships, including with
employees, suppliers, customers and competitors; Signet’s ability
to protect its intellectual property; changes in taxation benefits,
rules or practices in the U.S. and jurisdictions in which Signet’s
subsidiaries are incorporated, including developments related to
the tax treatment of companies engaged in Internet commerce; and an
adverse development in legal or regulatory proceedings or tax
matters, any new regulatory initiatives or investigations, and
ongoing compliance with regulations and any consent orders or other
legal or regulatory decisions.
For a discussion of these and
other risks and uncertainties which could cause actual results to
differ materially from those expressed in any forward-looking
statement, see the “Risk Factors” section of Signet’s Fiscal 2019
Annual Report on Form 10-K filed with the Securities and Exchange
Commission (“SEC”) on April 3, 2019 and quarterly reports on Form
10-Q filed with the SEC. Signet undertakes no obligation to update
or revise any forward-looking statements to reflect subsequent
events or circumstances, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190905005257/en/
Investors: Randi
Abada SVP Corporate
Finance Strategy & Investor Relations +1 330 668 3489 randi.abada@signetjewelers.com
Media: David
Bouffard VP Corporate
Affairs +1 330 668
5369 david.bouffard@signetjewelers.com
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