Introductory Statement
This Amendment No. 2 (Amendment No. 2) amends and supplements the Tender Offer Statement on Schedule TO originally filed
with the Securities and Exchange Commission by Designer Brands Inc., an Ohio corporation (DBI or the Company), on June 8, 2023 (the Original Schedule TO), as amended and supplemented by the Amendment
No. 1 to the Tender Offer Statement, filed with the SEC On June 23, 2023 (Amendment No. 1, and together with the Original Schedule TO, and this Amendment No. 2, the Schedule TO) in connection with the
offer by the Company to purchase for cash up to $100,000,000 in value of shares of its Class A Common Shares, without par value (the Shares).
The Companys tender offer (the Offer) is being made upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 8, 2023, and previously filed as Exhibit (a)(1)(A) to the Original Schedule TO (the Original Offer to Purchase) as amended and supplemented by the Amendment No. 1 and the Supplement to Offer to Purchase,
dated June 23, 2023 and filed as Exhibit (a)(1)(G) to the Amendment No. 1 (the Supplement and, together with the Original Offer to Purchase, the Offer to Purchase), and in the related Amended Letter of
Transmittal, dated June 23, 2023, a copy of which is filed as Exhibit (a)(1)(H) to the Amendment No. 1 (the Amended Letter of Transmittal, and together with the Offer to Purchase, the Offer Documents).
This Amendment No. 2 is being filed in accordance with Rule 13e-4(c)(2) under the Securities
Exchange Act of 1934, as amended. Except as specifically provided herein, the information contained in the Schedule TO and the Offer to Purchase and the other Offer Documents that constitute part of the Offer remain unchanged.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
Item 13. |
Information Required by Schedule 13E-3. |
Not applicable.