Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 5:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment
No. 1)*
THE MICHAELS COMPANIES, INC.
(Name of Issuer)
COMMON STOCK, $0.06775 PAR VALUE
(Title of
Class of Securities)
59408Q106
(CUSIP Number)
DECEMBER 31, 2017
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ x ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*
|
The remainder of this cover page shall be filled out for
a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
|
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however,
see
the
Notes
).
CUSIP No. 59408Q106
|
13G/A
|
Page 2 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
Highfields Capital Management LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [ ]
|
|
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
10,857,859
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
10,857,859
|
|
WITH
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
10,857,859
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
(SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
|
|
|
|
|
|
|
|
5.99%
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
|
|
|
|
IA
|
|
|
|
CUSIP No. 59408Q106
|
13G/A
|
Page 3 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
Highfields GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [ ]
|
|
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
10,857,859
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
10,857,859
|
|
WITH
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
10,857,859
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
(SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
|
|
|
|
|
|
|
|
5.99%
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
|
|
|
|
HC
|
|
|
|
CUSIP No. 59408Q106
|
13G/A
|
Page 4 of 11 Pages
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
|
Jonathon S. Jacobson
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [ ]
|
|
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
10,857,859
|
|
SHARES
|
6.
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
EACH
|
7.
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
10,857,859
|
|
WITH
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
10,857,859
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
|
(SEE INSTRUCTIONS)
|
|
|
|
|
|
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
|
|
|
|
|
|
|
|
5.99%
|
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
|
|
|
|
HC
|
|
|
|
CUSIP No. 59408Q106
|
13G/A
|
Page 5 of 11 Pages
|
Item 1
(a).
|
Name of Issuer:
|
|
|
|
The Michaels Companies, Inc. (the Issuer)
|
|
|
Item 1
(b).
|
Address of Issuers Principal Executive Offices:
|
|
|
|
8000 Bent Branch Drive, Irving, Texas 75063
|
|
|
Item 2
(a).
|
Name of Person Filing:
|
|
|
|
This statement is being filed on behalf of each of the
following persons:
|
|
|
|
(i)
|
Highfields Capital Management LP, a Delaware limited
partnership (Highfields Capital Management) and investment manager to
private investment funds;
|
|
|
|
|
(ii)
|
Highfields GP LLC, a Delaware limited liability company
(Highfields GP) and the General Partner of Highfields Capital
Management;
|
|
|
|
|
(iii)
|
Jonathon S. Jacobson in his capacities as the Managing
Member of Highfields GP, which is the general partner of Highfields
Capital Management, and as the Chief Investment Officer of Highfields
Capital Management.
|
|
|
|
|
Highfields Capital Management, Highfields GP, and Mr.
Jacobson, are sometimes individually referred to herein as a Reporting
Person and collectively as the Reporting Persons.
|
|
|
|
This statement relates to shares of common stock of the
Issuer (Common Stock) held for the account of private investment funds
for which Highfields Capital Management acts as investment manager:
Highfields Capital I LP, Highfields Capital II LP, Highfields Capital III
L.P., and HFLO Partners LP.
|
|
|
Item 2
(b).
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
Address for Highfields Capital Management, Highfields GP,
and Mr. Jacobson:
|
|
|
|
c/o Highfields Capital Management LP
|
|
200 Clarendon Street, 59th Floor
|
|
Boston, Massachusetts 02116
|
Item 2
(c).
|
Citizenship:
|
|
|
|
Highfields Capital Management Delaware
|
|
Highfields GP
Delaware
|
|
Jonathon S. Jacobson United States
|
|
|
Item 2
(d).
|
Title of Class of Securities:
|
|
|
|
Common Stock, $0.06775 par value
|
|
|
Item 2
(e).
|
CUSIP Number:
|
|
|
|
59408Q106
|
CUSIP No. 59408Q106
|
13G/A
|
Page 6 of 11 Pages
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO
SECTION 240.13d-1(b), or 13d-2(b) or (c)
CHECK
WHETHER THE
PERSON FILING IS A:
|
|
(a)
|
[ ]
|
Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
[ ]
|
Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
[ ]
|
Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
[ ]
|
Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
[X]
|
An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
[X]
|
A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
[ ]
|
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
[ ]
|
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
[ ]
|
Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
|
CUSIP No. 59408Q106
|
13G/A
|
Page 7 of 11 Pages
|
Item
4.
|
Ownership.
|
|
|
|
For Highfields Capital Management,
Highfields GP, and Mr. Jacobson:
|
|
|
|
(a)
|
Amount beneficially owned: 10,857,859
shares of Common Stock
|
|
|
|
|
(b)
|
Percent of class: 5.99%
|
|
|
|
|
(c)
|
Number of shares as to which such
person has:
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
10,857,859
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote: -0-
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the
disposition of: 10,857,859
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the
disposition of: -0-
|
CUSIP No. 59408Q106
|
13G/A
|
Page 8 of 11 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
Not applicable.
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of
Another Person.
|
|
|
|
The shares of Common Stock beneficially owned by
Highfields Capital Management, Highfields GP, and Mr. Jacobson are
directly owned by certain private investment funds. Highfields Capital
Management serves as the investment manager to each of the private
investment funds. Each of Highfields Capital Management, Highfields GP and
Mr. Jacobson has the power to direct the receipt of dividends from or the
proceeds from the sale of the shares of Common Stock owned by the private
investment funds. The private investment funds for which Highfields
Capital Management acts as investment manager have the right to
participate in the receipt of dividends from, or proceeds from the sale
of, the Common Stock.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being
Reported on by the Parent Holding
Company or Control Person.
|
|
|
|
Highfields Capital Management LP
|
|
|
Item 8.
|
Identification and Classification of Members of the
Group.
|
|
|
|
Not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
|
Not applicable.
|
|
|
Item
10.
|
Certification
.
|
|
|
|
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having
that purpose or effect.
|
CUSIP No. 59408Q106
|
13G/A
|
Page 9 of 11 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
|
February 14, 2018
|
|
Date
|
|
HIGHFIELDS CAPITAL MANAGEMENT LP
|
|
By: Highfields GP LLC, its General Partner
|
|
/s/
Scott D. Pomfret
|
|
Signature
|
|
Scott D. Pomfret, Authorized Signatory
|
|
Name/Title
|
|
HIGHFIELDS GP LLC
|
|
/s/
Scott D. Pomfret
|
|
Signature
|
|
Scott D. Pomfret, Authorized Signatory
|
|
Name/Title
|
|
|
|
JONATHON S. JACOBSON
|
|
/s/
Scott D. Pomfret*
|
|
Signature
|
|
Scott D. Pomfret, Attorney in Fact
|
|
Name/Title
|
|
*by power of attorney
|
CUSIP No. 59408Q106
|
13G/A
|
Page 10 of 11 Pages
|
EXHIBIT INDEX
CUSIP No. 59408Q106
|
13G/A
|
Page 11 of 11 Pages
|
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe such information is inaccurate.
|
February 14, 2018
|
|
Date
|
|
HIGHFIELDS CAPITAL MANAGEMENT LP
|
|
By: Highfields GP LLC, its General Partner
|
|
/s/
Scott D. Pomfret
|
|
Signature
|
|
Scott D. Pomfret, Authorized Signatory
|
|
Name/Title
|
|
HIGHFIELDS GP LLC
|
|
/s/
Scott D. Pomfret
|
|
Signature
|
|
Scott D. Pomfret, Authorized Signatory
|
|
Name/Title
|
|
|
|
JONATHON S. JACOBSON
|
|
/s/
Scott D. Pomfret*
|
|
Signature
|
|
Scott D. Pomfret, Attorney in Fact
|
|
Name/Title
|
|
*by power of attorney
|
Michaels Companies (NASDAQ:MIK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Michaels Companies (NASDAQ:MIK)
Historical Stock Chart
From Apr 2023 to Apr 2024