COLUMBUS, Ohio, June 23, 2023 /PRNewswire/ -- Designer Brands
Inc. (NYSE: DBI) (the "Company" and "Designer Brands"), one of the
world's largest designers, producers, and retailers of footwear and
accessories, announced today that it is amending its previously
announced modified "Dutch auction" tender offer (the "Offer") to
purchase for cash up to $100 million
in value of its Class A common shares (the "Shares"). The Offer
originally was set at a price per share not greater than
$8.00 nor less than $7.00, less any applicable withholding taxes and
without interest. Additionally, the Offer originally was
conditioned on the Company entering into a term loan agreement for
$135 million to be used principally
to fund the Offer (the "Financing Contingency"). As amended, the
Offer is now set at a price per share not greater than $10.00 nor less than $8.75, less any applicable withholding taxes and
without interest. Furthermore, as amended, the Offer is no longer
subject to the Financing Contingency, as the Company has satisfied
such condition through its entry into a senior secured term loan in
the maximum aggregate principal amount of $135,000,000, effective June 23, 2023.
As the price range of the Offer has been increased as described
above, shareholders who have already tendered Shares and indicated
that they would be willing to sell their tendered Shares to the
Company at the final purchase price determined by the Company under
the Offer do not need to take any further action. All previous
tenders by shareholders who did not indicate that they would be
willing to sell their Shares at the final purchase price determined
under the Offer have been invalidated. Therefore, such
shareholders, and any other shareholders who wish to tender their
Shares in the Offer or change the number of Shares or the price at
which they wish to tender such Shares in the Offer, must deliver an
amended Letter of Transmittal to the depositary for the Offer on or
prior to the Expiration Date (as defined below).
The closing price per share of the Shares on the New York Stock
Exchange on Thursday, June 22, 2023,
the last full trading day prior to today's announcement, was
$9.37 per Share.
The Offer is made in accordance with the terms and subject to
the conditions described in the Offer to Purchase, dated
June 8, 2023 (the "Offer to
Purchase"), the Supplement to the Offer to Purchase, dated
June 23, 2023 (the "Supplement"), the
accompanying Amended Letter of Transmittal, dated June 23, 2023, and certain other materials
related thereto (together, as amended, with the Offer to Purchase
and the Supplement, the "Amended Offer Materials"), as each may be
amended or supplemented from time to time. The Offer will expire at
12:00 Midnight, ET, at the end of the day on July 7, 2023 (the "Expiration Date"), unless the
Offer is extended or earlier terminated. Tenders of Shares must be
made on or prior to the Expiration Date and may be withdrawn at any
time prior to the Expiration Date in accordance with the procedures
described in the Amended Offer Materials.
The Offer is not contingent upon any minimum number of Shares
being tendered. However, the Offer is subject to a number of other
terms and conditions, which are described in detail in the Amended
Offer Materials.
Neither the Company's management, nor any of its Board of
Directors, executive officers, the Dealer Managers, the Information
Agent or the depositary is making any recommendation to
shareholders as to whether to tender or refrain from tendering
their shares in the Offer. Shareholders must decide how many shares
they will tender, if any, and the price within the stated range at
which they will tender their shares. Shareholders should consult
their financial and tax advisors in making this decision.
Holders of Shares will be able to obtain the Amended Offer
Materials free of charge on the Company's website at
investors.designerbrands.com or the Securities and Exchange
Commission's website at www.sec.gov. In addition, holders of Shares
may request copies of the Amended Offer Materials and other filed
tender offer documents free of charge by contacting Georgeson LLC,
the Information Agent for the Offer, by telephone toll-free at
(866) 391-6921 or in writing to 1290 Avenue of the Americas, 9th
Floor New York, NY 10104.
The Amended Offer Materials contain important information that
holders are urged to read before any decision is made with respect
the Offer.
BofA Securities, Inc. and BMO Capital Markets Corp. are acting
as the dealer managers for the Tender Offer. Questions concerning
the Tender Offer may be directed to BofA Securities, Inc. at (888)
803-9655 or BMO Capital Markets Corp. at (800) 414-3627. Georgeson
LLC is acting as the information agent for the Tender Offer and
Computershare Trust Company, N.A is acting as the depositary for
the Tender Offer. For more information about the Tender Offer,
please contact Georgeson LLC at (888) 206-5896.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE CLASS A COMMON SHARES. THE
TENDER OFFER IS BEING MADE SOLELY PURSUANT TO THE AMENDED OFFER
MATERIALS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER THAT
HOLDERS OF THE CLASS A COMMON SHARES SHOULD CAREFULLY READ PRIOR TO
MAKING ANY DECISION.
THE COMPANY IS NOT MAKING THE TENDER OFFER TO (NOR WILL IT
ACCEPT ANY TENDER OF SECURITIES FROM OR ON BEHALF OF) HOLDERS OF
CLASS A COMMON SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF
THE OFFER OR THE ACCEPTANCE OF ANY TENDER OF CLASS A COMMON SHARES
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION,
PROVIDED THAT THE COMPANY WILL COMPLY WITH THE REQUIREMENTS OF RULE
13E-4(F)(8) PROMULGATED UNDER THE EXCHANGE ACT. HOWEVER, THE
COMPANY MAY, AT ITS DISCRETION, TAKE SUCH ACTION AS THE COMPANY MAY
DEEM NECESSARY FOR IT TO MAKE THE OFFER IN ANY SUCH JURISDICTION
AND EXTEND THE OFFER TO HOLDERS OF CLASS A COMMON SHARES IN SUCH
JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS
OF WHICH REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON THE COMPANY'S
BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS WHICH ARE
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
About Designer Brands
Designer Brands is one of the world's largest designers,
producers and retailers of the most recognizable footwear brands
and accessories, transforming and defining the footwear industry
through a mission of inspiring self-expression. With a diversified,
world-class portfolio of coveted brands, including Keds, Lucky
Brand, Crown Vintage, Vince Camuto,
Topo Athletic, Jessica Simpson,
Le Tigre and others, Designer Brands
designs and produces on-trend footwear and accessories for all of
life's occasions delivered to the consumer through a robust
direct-to-consumer omni-channel infrastructure and powerful
national wholesale distribution. Powered by a billion-dollar
digital commerce business across multiple domains and nearly 640
DSW Designer Shoe Warehouse and The Shoe Company stores in
North America, Designer Brands
delivers current, in-line footwear and accessories from the largest
national brands in the industry and holds leading market share
positions in key product categories across Women's, Men's and
Kids'. Designer Brands also distributes its brands internationally
through select wholesale and distributor relationships while also
leveraging design and sourcing expertise to build private label
product for national retailers. Designer Brands is committed to
being a difference maker in the world, taking steps forward to
advance diversity, equity, and inclusion in the footwear industry
and supporting a global community and the health of the planet by
donating more than seven million pairs of shoes to the global
non-profit Soles4Souls. To learn more, visit
www.designerbrands.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Certain statements in this press release, other than statements
of historical fact, constitute forward-looking statements and are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements may include, without limitation, statements about the
Offer, including the value of Shares to be offered to purchase in
the Offer, and whether the Offer is actually consummated. You can
identify these forward-looking statements by the use of
forward-looking words such as "outlook," "could," "believes,"
"expects," "potential," "continues," "may," "will," "should,"
"would," "seeks," "approximately," "predicts," "intends," "plans,"
"estimates," "anticipates," or the negative version of those words
or other comparable words. These statements are based on the
Company's current views and expectations and involve known and
unknown risks, uncertainties, and other factors, including those
included in the Company's latest Annual Report on Form 10-K or
other reports filed or made with the Securities and Exchange
Commission, that may cause actual results, performance, or
achievements to be materially different from any future results,
performance, or achievements expressed or implied by the
forward-looking statements. All forward-looking statements speak
only as of the time when made. The Company undertakes no obligation
to update or revise the forward-looking statements included in this
press release to reflect any future events or circumstances.
CONTACT: Edelman Smithfield for
Designer Brands, DesignerBrandsIR@edelman.com
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SOURCE Designer Brands Inc.