Claire's Stores, Inc. Announces Issuance of $210.0 Million of 6.125% Senior Secured First Lien Notes Due 2020 and Purchase of $60.5 Million of Outstanding 9.25% Senior Notes due 2015 and 9.625%/10.375% Senior Toggle Notes due 2015
CHICAGO, March 15, 2013 /PRNewswire/ -- Claire's Stores, Inc. (the "Company") today announced the closing of the previously announced offering of $210.0 million aggregate principal amount of 6.125% Senior Secured First Lien Notes due 2020 (the "6.125% Senior Secured First Lien Notes"). The 6.125% Senior Secured First Lien Notes were issued at par.
Pursuant to the terms of a cash tender offer set forth in an Offer to Purchase dated March 1, 2013 (the "Tender Offer"), the Company offered to purchase up to $210.0 million aggregate principal amount of its outstanding 9.25% Senior Notes due 2015 (the "Senior Fixed Rate Notes") and 9.625%/10.375% Senior Toggle Notes due 2015 (the "Senior Toggle Notes" and, together with the Senior Fixed Rate Notes, the "Senior Notes") for total consideration per $1,000 aggregate principal amount of Senior Notes consisting of the applicable tender offer consideration for such series of Senior Notes plus an early participation payment (the "Early Participation Payment") of $30.00 per $1,000 principal amount of Senior Notes tendered by 5:00 p.m., New York City time, on March 14, 2013 (the "Early Participation Date"). As of the Early Participation Date, approximately $39.0 million aggregate principal amount of the Senior Fixed Rate Notes and approximately $21.5 million aggregate principal amount of the Senior Toggle Notes were validly tendered and not validly withdrawn (the "Early Tendered Notes").
On March 15, 2013, the Company used approximately $63.3 million of the net proceeds of the offering to purchase all of the Early Tendered Notes in accordance with the terms of the Tender Offer. The Company intends to use the remaining net proceeds of the offering, together with cash on hand, to purchase an additional approximately $149.5 million aggregate principal amount of Senior Notes pursuant to the Tender Offer or a subsequent redemption.
The Tender Offer will expire at 11:59 p.m., New York City time, on March 28, 2013, unless extended or earlier terminated, but the Early Participation Payment is no longer available.
The 6.125% Senior Secured First Lien Notes were offered only to "qualified institutional buyers" in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The 6.125% Senior Secured First Lien Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the 6.125% Senior Secured First Lien Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 Officer
Phone: (847) 765-1100 or E-mail, firstname.lastname@example.org
SOURCE Claire's Stores, Inc.