Signet Jewelers Limited Announces Completion of Cash Tender Offer for Its Outstanding 4.700% Senior Notes Due 2024
October 03 2019 - 7:59PM
Business Wire
Signet Jewelers Limited (NYSE:SIG) (“Signet”) today announced
the completion and results of the previously announced cash tender
offer (the “Tender Offer”) by Signet UK Finance plc, a wholly-owned
subsidiary of Signet (the “Company”), to purchase any and all of
its outstanding 4.700% Senior Notes due 2024 (CUSIP No. 82671AAA1)
(the “Notes”).
The tender offer expired at 11:59 p.m., New York City time, on
October 2, 2019 (the “Expiration Time”).
The Company previously purchased $251,873,000 principal amount
of Notes in the Tender Offer.
As of the Expiration Time, there were additional tenders of
Notes in a principal amount of $303,000, according to information
received from D.F. King & Co., Inc., the Tender Agent and
Information Agent for the Tender Offer. The purchase of these
additional Notes will be settled promptly for aggregate
consideration of $283,191, which represents a purchase price of
$920.00 per $1,000 in principal amount of Notes validly tendered,
plus accrued interest up to, but not including, the purchase price
date.
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.
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
settlement 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, 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/20191003005886/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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