HOFFMAN ESTATES, Ill., Sept. 2, 2016 /PRNewswire/ -- Claire's Stores, Inc. ("Claire's Stores" or the "Company") today announced the results, as of the expiration of the Early Tender Time and the Withdrawal Time, of its previously announced private offer to exchange (the "Exchange Offer"). The Exchange Offer to holders of Claire's Stores' 8.875% Senior Secured Second Lien Notes due 2019 ("Second Lien Notes"), 7.750% Senior Notes due 2020 ("Unsecured Notes") and 10.500% Senior Subordinated Notes due 2017 ("Subordinated Notes" and together with the Second Lien Notes and Unsecured Notes, the "Notes") is being made pursuant to a confidential offer to exchange statement dated August 12, 2016, as amended on August 29, 2016, and a related letter of transmittal.
At the expiration of the Early Tender Time and Withdrawal Time, approximately $333.0 million aggregate principal amount of Notes had been tendered, including approximately $228.9 million aggregate principal amount of Second Lien Notes, approximately $103.3 million aggregate principal amount of Unsecured Notes and approximately $0.8 million aggregate principal amount of Subordinated Notes.
To the extent the Exchange Offer is not fully subscribed, certain funds managed by affiliates of Apollo Global Management, LLC (the "Apollo Funds") and Claire's Inc., the parent of Claire's Stores ("Claire's Inc." and together with the Apollo Funds, the "Affiliated Holders"), have agreed to effect a similar exchange of up to approximately $183.6 million aggregate principal amount of Claire's Stores' 10.500% PIK Senior Subordinated Notes due 2017 held by the Apollo Funds and up to approximately $58.7 million aggregate principal amount of Subordinated Notes held by Claire's Inc., which exchange will count towards satisfaction of the Exchange Offer's $400 million Minimum Tender Condition (the "Affiliated Holder Exchange"). As a result of the tenders through the expiration of the Early Tender Time, and the Affiliated Holder Exchange, satisfaction of the Minimum Tender Condition is ensured.
The Exchange Offer will remain open until one minute after 11:59 P.M., New York City time, on September 12, 2016, unless further extended (the "Expiration Time"). However, holders of Notes who tender after the Early Tender Time are not eligible to receive the Early Participation Premium.
Subject to the satisfaction or waiver of the conditions to the Exchange Offer, settlement is expected to occur promptly after the Expiration Time.
This press release shall not constitute an offer to exchange, nor a solicitation of an offer to exchange any security. No recommendation is made as to whether any holder should participate in the Exchange Offer.
Claire's Stores, Inc. is one of the world's leading specialty retailers of fashionable jewelry and accessories for young women, teens, tweens and girls ages 3 to 35. The Company operates through its stores under two brand names: Claire's® and Icing®. As of April 30, 2016, Claire's Stores, Inc. operated 2,831 stores in 17 countries throughout North America and Europe, excluding 733 concession locations. The Company franchised 579 stores in 29 countries primarily located in the Middle East, Central and Southeast Asia and Central and South America, and Southern Africa. More information regarding Claire's Stores is available on the Company's corporate website at www.clairestores.com.
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: our level of indebtedness; general economic conditions; changes in consumer preferences and consumer spending; unwillingness of vendors and service providers to supply goods or services pursuant to historical customary credit arrangements; competition; general political and social conditions such as war, political unrest and terrorism; natural disasters or severe weather events; currency fluctuations and exchange rate adjustments; failure to maintain our favorable brand recognition; failure to successfully market our products through other channels, such as e-commerce; uncertainties generally associated with the specialty retailing business, such as decreases in mall traffic; 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; increase in our cost of merchandise; significant increases in our merchandise markdowns; inability to grow our company-operated store base, expand our international store base through franchise or similar licensing arrangements or expand our store base through store concessions; inability to design and implement new information systems; data security breaches of confidential information or other cyber-attacks; delays in anticipated store openings or renovations; results from any future asset impairment analysis; changes in applicable laws, rules and regulations, including laws and regulations governing the sale of our products, particularly regulations relating to heavy metals and chemical content in our products; changes in anti-bribery laws; changes in employment laws, including laws relating to overtime pay, tax laws and import laws; product recalls; increases in the costs of healthcare for our employees; increases in the cost of labor; labor disputes; loss of key members of management; 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 SEC, specifically as described in the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2016 filed with the SEC on April 26, 2016. 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.
Other Claire's Stores, Inc. press releases, a corporate profile and the most recent Form 10-K and Form 10-Q reports are available on Claire's business website at: www.clairestores.com.
J. Per Brodin, Executive Vice President and Chief Financial Officer
Phone: (847) 765-1100, or E-mail, firstname.lastname@example.org
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SOURCE Claire's Stores, Inc.