Dress Barn Announces Completion of Its Exchange Offer with 100% of Its $112.5 Million Convertible Senior Notes Tendered
January 25 2010 - 8:30AM
Business Wire
The Dress Barn, Inc. (NASDAQ - DBRN) announced the final
results of its previously announced offer to exchange (the “Offer”)
any and all of its 2.50% Convertible Senior Notes Due 2024 (the
“Notes”). The Offer expired at 12:00 midnight, New York City time,
at the end of Friday, January 22, 2010. Pursuant to the Offer, all
of the Notes were validly tendered for exchange and not withdrawn.
Dress Barn has accepted all such Notes for exchange, and the
settlement and exchange of cash and shares of Dress Barn’s common
stock (“Common Stock”) for such validly tendered and accepted Notes
is expected to occur on January 27, 2010.
In the aggregate, the Offer will result in the retirement of
$112.5 million principal amount of Notes, the issuance of
approximately 6.2 million shares of Common Stock and the payment of
approximately $117.0 million to holders of validly tendered and
accepted Notes. Following settlement of the Offer, no Notes will
remain outstanding.
The Company’s purpose in making the Offer was to reduce the
amount of its outstanding debt, interest expense and to cap the
potential future dilution impact of the equity feature of the
Notes. This exchange will reduce the Company’s interest expense for
the balance of its fiscal year ending July 31, 2010 by
approximately $4.2 million and will be accretive to diluted
earnings per share by approximately $0.03. On an annualized basis,
this transaction will reduce interest expense by approximately $8.5
million and will be accretive to diluted earnings per share by
approximately $0.06.
David R. Jaffe, President and Chief Executive Officer commented,
“We are very pleased to have successfully completed this
transaction with all the Notes tendered for exchange. Our strong
and liquid balance sheet has enabled us to eliminate this debt and
the future potential dilution impact of the equity feature of the
Notes. This will benefit future earnings and is consistent with our
goal of increasing shareholder value. Upon the completion of this
offer we expect to have in excess of $250 million in cash and
investments.”
J.P. Morgan Securities Inc. acted as Dress Barn’s sole financial
advisor in connection with the Offer.
ABOUT DRESS BARN,
INC.
The Dress Barn, Inc. (NASDAQ - DBRN), is a leading
national specialty apparel retailer offering quality casual and
career women’s fashion apparel through its dressbarn and
maurices brands and tween girls’ fashion apparel through its
Justice brand. As of January 20, 2010, the Company operated
837 dressbarn stores in 47 states, 741 maurices
stores in 44 states and 906 Justice stores in 45 states and
Puerto Rico. For more information, please visit www.dressbarn.com,
www.maurices.com and www.shopjustice.com.
Forward-Looking Statements
-
Certain statements made within this press release may constitute
“forward-looking statements”, within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially. The Company does
not undertake to publicly update or review its forward-looking
statements even if experience or future changes make it clear that
our projected results expressed or implied will not be achieved.
Detailed information concerning a number of factors that could
cause actual results to differ materially from the information
contained herein is available in our most recent report on Form
10-K for the year ended July 25, 2009 and Form 10-Q for the quarter
ended October 24, 2009.
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