US Market News
3月前
The Michaels Companies Announces Pricing of Tender Offer for its 7.875% Senior Notes due 2029March 3, 2026 4:15 PM
PR Newswire (US)
IRVING, Texas, March 3, 2026 /PRNewswire/ -- The Michaels Companies, Inc. (the "Company"), as successor to Magic MergeCo, Inc., today announced the pricing of its previously announced tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding 7.875% Senior Notes due 2029 (the "Notes"). The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated February 17, 2026, relating thereto (the "Offer to Purchase").
The total consideration (the "Total Consideration") to be paid in the Tender Offer for Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on Tuesday, March 3, 2026 (the "Early Tender Time" or the "Withdrawal Deadline") was calculated in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table below (the "Fixed Spread") plus the yield to maturity (the "Reference Yield") based on the bid-side price of the U.S. Treasury reference security (the "UST Reference Security"), as set forth in the table below, and includes an early tender payment of $30.00 per $1,000 principal amount of Notes accepted for purchase (the "Early Tender Payment"). The Reference Yield was determined at 2:00 p.m., New York City time, on Tuesday, March 3, 2026, by the dealer managers identified below. The following table sets forth certain information regarding the pricing of the Tender Offer, including the Reference Yield, the Fixed Spread and the Total Consideration:NotesCUSIP NumberUST Reference SecurityReference YieldFixed Spread (bps)Total Consideration
(per $1,000 Principal Amount of Notes)7.875% Senior Notes due 202955916A AB0 / U55655 AB74.875% UST due April 30, 20263.740 %+0$1,006.24Holders of Notes who validly tender their Notes following the Early Tender Time and prior to the expiration of the Tender Offer will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such Notes that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Payment.The Total Consideration or the Tender Offer Consideration, as applicable, for Notes accepted for purchase in the Tender Offer will be paid together with accrued and unpaid interest with respect to such Notes from and including the most recent interest payment date for the Notes to, but not including, the applicable settlement date.The settlement date for all Notes validly tendered at or prior to the Early Tender Time, and not validly withdrawn prior to the Withdrawal Deadline, and accepted by the Company for purchase in the Tender Offer is expected to occur on March 5, 2026, a day prior to the early settlement date previously announced.J.P. Morgan Securities LLC and UBS Investment Bank are acting as the dealer managers (the "Dealer Managers") for the Tender Offer. Global Bondholder Services Corporation is acting as the Information Agent and the Depositary for the Tender Offer. Questions regarding the Tender Offer should be directed to J.P. Morgan Securities LLC at (212) 834-7489 (collect) or (866) 834-4666 (toll-free) and UBS Investment Bank at (212) 882-5723 (collect) and (833) 690-0971 (toll-free). Requests for documentation should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (855) 654-2014 (for all others).This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell the Notes, or a notice of redemption with respect to the Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.None of the Company or its affiliates, the Dealer Managers, the Information Agent, the Depositary or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.About The Michaels CompaniesAt The Michaels Companies, Inc., our purpose is to fuel the joy of creativity and celebration. As the leading destination for creating and celebrating in North America, we operate over 1,300 stores in 49 states and Canada and online at Michaels.com and Michaels.ca. The Michaels Companies, Inc. also owns Artistree, a manufacturer of custom and specialty framing merchandise. Founded in 1973 and headquartered in Irving, Texas, Michaels is the best place for all things creative. For more information, please visit www.michaels.com.The Michaels Companies Safe Harbor Statement: Some of the statements in this news release constitute "forward-looking statements" that do not directly or exclusively relate to historical facts. The forward-looking statements made in this release reflect the Company's intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside of the Company's control. Known risks include, among others, the risks included in the Company's reports posted on the website it maintains to provide information and reports to holders of the Notes. Because actual results could differ materially from the Company's intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this press release with caution. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.CONTACT:
Allison Malkin
ICR
allison.malkin@icrinc.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/the-michaels-companies-announces-pricing-of-tender-offer-for-its-7-875-senior-notes-due-2029--302703044.htmlSOURCE The Michaels Companies, Inc.
Original: The Michaels Companies Announces Pricing of Tender Offer for its 7.875% Senior Notes due 2029
eastunder
5年前
And this one - which is more relative to current pps
The Michaels Companies Enters Into a Definitive Agreement to Be Acquired by Funds Managed by Apollo Global Management
Wed, March 3, 2021, 7:15 AM·9 min read
https://finance.yahoo.com/news/michaels-companies-enters-definitive-agreement-141500641.html
Purchase Price of $22.00 per Share in Cash
Transaction Valued at $5.0 billion
The Michaels Companies (NASDAQ: MIK) ("Michaels" or "the Company") and funds managed by affiliates of Apollo Global Management, Inc. (NYSE:APO) (together with its consolidated subsidiaries "Apollo") today announced that they have entered into a definitive merger agreement pursuant to which investment funds managed by affiliates of Apollo have agreed to acquire the Company in a transaction that values Michaels at an equity value of approximately $3.3 billion (for a transaction valued at $5.0 billion).
Under the terms of the agreement, which has been unanimously approved by the Michaels Board of Directors, Apollo will commence a tender offer to acquire all outstanding shares of Michaels for $22.00 per share in cash. The purchase price represents a 47% premium to the closing stock price on February 26, 2021 (the last trading day prior to press speculation about a potential transaction involving Michaels) of $15.00 per share and a 78% premium to the 90-day volume-weighted average price.
"The Company’s impressive growth transformation, including our financial and operational performance in the unprecedented environment of the pandemic, led to an unsolicited offer to buy the company," said James Quella, Chairman of the Michaels Board of Directors. "Following that offer, the board undertook a comprehensive process to test the market and to evaluate the value maximizing path forward for shareholders. The Board of Directors, informed by that process, firmly believes Apollo’s offer represents a compelling value to our shareholders. It has been a privilege to work with Ashley and the management team as they coalesced around the transformation strategy, reimagined the Michaels omni-channel experience, and drove strong business outcomes in a challenging retail environment."
"Our Michaels strategy and the work that we have done in the past year have led to phenomenal business results, strengthened our core business and positioned Michaels for long-term sustainable growth," said Ashley Buchanan, Chief Executive Officer of Michaels. "We are excited to enter into this new chapter together with Apollo, who shares our strategic vision for Michaels as an omnichannel retailer that offers a one-stop-shop experience for the entire Michaels community. As a private company, we will have financial flexibility to invest in, expand, and improve our retail and digital platforms."
Andrew S. Jhawar, Senior Partner and Head of the Retail and Consumer Group at Apollo, said, "On behalf of the Apollo Funds, we are delighted about this transaction with Michaels, which has continued to elevate its position as the leading player in the exciting arts and crafts industry. Michaels is the go-to-destination in arts and crafts for the deepest breadth of assortment with best-in-class customer service. We believe there is a significant opportunity to enhance the Michaels brand, store experience and omnichannel offering to its customers across North America. Our team at Apollo expects to leverage many of the strategies from our funds’ successful investments in other specialty retailers and grocers with Michaels. We are looking forward to working with the management team and the over 45,000 team members at Michaels in further enhancing the Company’s retail and digital channels as the most inspiring and engaging experience in the arts and crafts industry."
The closing of the transaction is subject to customary closing conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least a majority of the Company’s outstanding common stock to Apollo, and is expected to close in Michaels’ first half of the Company’s fiscal year. Following the successful completion of the tender offer, Apollo managed funds will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. The transaction will be financed through a combination of equity provided by Apollo managed funds as well as a committed debt financing package to be provided by Credit Suisse, Barclays, Wells Fargo, RBC Capital Markets, Deutsche Bank, Mizuho, and Bank of America.
The merger agreement provides for a "go-shop" period, during which Michaels – with the assistance of UBS Investment Bank, its exclusive financial advisor – will actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that submit alternative proposals. The go-shop period is 25 calendar days, commencing today. Michaels will have the right to terminate the merger agreement to enter into a superior proposal subject to the conditions and procedures specified in the merger agreement, which Michaels will file with a Current Report on Form 8-K. There can be no assurance this process will result in a superior proposal. Michaels does not intend to disclose developments about this process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.
Upon the completion of the transaction, Michaels will become a privately held company and shares of MIK common stock will no longer be listed on any public market.
UBS Investment Bank is acting as exclusive financial advisor to Michaels and Ropes & Gray is acting as legal advisor to Michaels. Simpson Thatcher & Bartlett LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP, are acting as legal advisors to Apollo and Credit Suisse acted as Apollo’s financial advisor.
Fourth Quarter and Fiscal Year 2020 Results Update
In light of the announced transaction, the Company will issue a press release with its financial results for the fourth quarter and fiscal year 2020, before market open on Thursday, March 4, 2021, but the earnings conference call that was scheduled for Thursday, March 4, 2021, at 8:00 am CT will no longer take place.
About The Michaels Companies, Inc.:
The Michaels Companies, Inc. is North America's largest specialty provider of arts, crafts, framing, floral, wall décor, and seasonal merchandise for Michaels and do-it-yourself home decorators. The Company operates more than 1,275 Michaels stores in 49 states and Canada. Additionally, the Company serves customers through digital platforms including Michaels.com and Canada.michaels.com. The Michaels Companies, Inc., also owns Artistree, a manufacturer of high-quality custom and specialty framing merchandise. For a list of store locations or to shop online, visit www.michaels.com or download the Michaels app.
About Apollo:
Apollo is a leading global investment manager with offices in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and Tokyo, among others. Apollo had assets under management of approximately $455 billion as of December 31, 2020 in credit, private equity and real assets funds. For more information about Apollo, please visit www.apollo.com.
eastunder
5年前
Conflicting reports
https://www.thestreet.com/investing/michaels-in-5-billion-go-private-deal-with-apollo-global?puc=yahoo&cm_ven=YAHOO
Michaels Agree $5 Billion 'Go-Private' Deal With Apollo Global
Michaels said it will become a private company, and de-list its stock from the Nasdaq, once its $5 billion takeover from Apollo Global is completed.
MARTIN BACCARDAX
39 MINUTES AGO
Michaels Companies Inc. (MIK) - Get Report shares jumped higher Wednesday after the arts and crafts retailer agreed to a $5 billion takeover by private equity group Apollo Global Management.
Michaels said Apollo will pay $25 a share for the group, placing its equity value at $3.3 billion. Apollo will fund the deal through a combination of debt and financing and existing funds, the company said. Michaels also said the deal, which includes a 'go-shop' period of 25 days, will eventually see the retailer become a public company, with its shares ultimately de-listed from the Nasdaq.
“Our Michaels strategy and the work that we have done in the past year have led to phenomenal business results, strengthened our core business and positioned Michaels for long-term sustainable growth,” said CEO Ashley Buchanan. “We are excited to enter into this new chapter together with Apollo, who shares our strategic vision for Michaels as an omnichannel retailer that offers a one-stop-shop experience for the entire Michaels community. As a private company, we will have financial flexibility to invest in, expand, and improve our retail and digital platforms.”
Michaels shares were marked 9.9% higher in pre-market trading Wednesday to indicate an opening bell price of $19.80 each, a move that would more than double the stock's gain over the past six months.
"Michaels is the go-to-destination in arts and crafts for the deepest breadth of assortment with best-in-class customer service," said Apollo Global's head of retail and consumer Andrew Jhawar. "We believe there is a significant opportunity to enhance the Michaels brand, store experience and omnichannel offering to its customers across North America."
"Our team at Apollo expects to leverage many of the strategies from our funds’ successful investments in other specialty retailers and grocers with Michaels," he added.
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