COLUMBUS, Ohio, June 8, 2023 /PRNewswire/ — Designer Manufacturers Inc. (NYSE: DBI) (the “Firm” and “Designer Manufacturers”), one of many world’s largest designers, producers, and retailers of footwear and equipment, in the present day introduced that it has commenced a modified “Dutch Public sale” tender supply to repurchase as much as $100 million in worth of shares of its Class A standard shares at a worth of not lower than $7.00 per share and no more than $8.00 per share, much less any relevant withholding taxes and with out curiosity. The variety of shares proposed to be bought within the tender supply (at a minimal buy worth of $7 per share) represents roughly 25% of the Firm’s at the moment excellent Class A standard shares. The closing worth per share of the Firm’s Class A standard shares on the New York Inventory Trade on Wednesday, June 7, 2023, the final full buying and selling day previous to the graduation of the tender supply, was $7.21 per share. The tender supply is being made in accordance with the phrases and topic to the circumstances described within the supply to buy, the associated letter of transmittal and different associated tender supply supplies, as every could also be amended or supplemented on occasion. Designer Manufacturers intends to enter right into a time period mortgage settlement for $135 million for use principally to fund the tender supply (the “Financing Contingency”), with the remaining availability for use for normal company functions.
The tender supply will expire on Friday, July 7, 2023 at 12:00 Midnight, on the finish of the day, New York Metropolis time, except the tender supply is prolonged or terminated by the Firm. Tenders of shares should be made previous to the expiration of the tender supply and could also be withdrawn at any time previous to the expiration of the tender supply, in every case in accordance with the procedures described within the supply to buy, the associated letter of transmittal and different associated tender supply supplies which might be being distributed to shareholders.
On the phrases and topic to the circumstances of the tender supply, holders of Class A standard shares can have the chance to tender some or all of their Class A standard shares at a worth or any variety of costs contained throughout the worth vary established by the Firm. Based mostly on the variety of shares duly tendered and the costs specified by the tendering shareholders, the Firm will decide the bottom worth per share throughout the vary that can allow it to purchase as much as $100Â million of its Class A standard shares or a decrease quantity if the supply is just not absolutely subscribed. If shareholders correctly tender Class A standard shares higher than $100Â million in worth on the worth decided, the Firm will buy Class A standard shares tendered by these shareholders on a professional rata foundation, topic to the “odd lot” and conditional tender supply provisions described within the supply to buy. In accordance with the foundations of the Securities and Trade Fee, the Firm additionally reserves the proper to buy as much as a further 2% of its excellent Class A standard shares pursuant to and with out amending or extending the tender supply.
All Class A standard shares accepted for cost will likely be bought on the similar buy worth, no matter whether or not any shareholder tendered such shares at a cheaper price throughout the vary. Holders of Class A standard shares will obtain the acquisition worth in money, much less any relevant withholding taxes and with out curiosity, for shares correctly tendered (and never withdrawn) promptly after the expiration of the tender supply. All shares tendered at costs above the acquisition worth is not going to be bought and will likely be returned promptly to the tendering shareholders. The tender supply is just not contingent on any minimal variety of shares being tendered. Nonetheless, the tender supply is topic to various different circumstances specified within the supply to buy, together with the Financing Contingency. The Firm’s govt officers and administrators, together with Jay L. Schottenstein, the Government Chairman of our Board of Administrators, have knowledgeable the Firm that they don’t intend to tender shares within the supply.
BofA Securities, Inc. and BMO Capital Markets Corp. will function the seller managers for the tender supply. Questions regarding the tender supply could also be directed to BofA Securities, Inc. at (888)Â 803-9655Â or BMO Capital Markets Corp. at (212) 702-1101. Georgeson LLC will function info agent for the tender supply and Computershare Belief Firm, N.A. will function depositary for the tender supply. For extra details about the tender supply, please contact Georgeson LLC at (888)Â 206-5896.
Neither Designer Manufacturers’ administration, nor any of its Board, govt officers, the Seller Managers, the Data Agent or the depositary is making any suggestion to shareholders as as to if to tender or chorus from tendering their shares within the tender supply. Shareholders should resolve what number of shares they’ll tender, if any, and the worth throughout the said vary at which they’ll tender their shares. Shareholders ought to seek the advice of their monetary and tax advisors in making this choice.
HOLDERS OF CLASS A COMMON SHARES OF DESIGNER BRANDS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY DESIGNER BRANDS WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE TERMS OF THE TENDER OFFER.
Holders of Class A standard shares will be capable of acquire the tender supply supplies freed from cost on the Firm’s web site at traders.designerbrands.com or the Securities and Trade Fee’s web site at www.sec.gov. As well as, holders of Class A standard shares might request copies of the Tender Provide Assertion, the Provide to Buy, associated Letter of Transmittal and different filed tender supply paperwork freed from cost by contacting Georgeson LLC, the Data Agent for the tender supply, by phone toll-free at (866)Â 391-6921Â or in writing to 1290 Avenue of the Americas, ninth Ground New York, NYÂ 10104.
About Designer Manufacturers
Designer Manufacturers is without doubt one of the world’s largest designers, producers, and retailers of probably the most recognizable footwear manufacturers and equipment, remodeling and defining the footwear {industry} by inspiring self-expression throughout each side of its enterprise. Via its portfolio of world-class owned manufacturers, led by the industry-setting Vince Camuto model, Designer Manufacturers delivers on-trend footwear and equipment via its sturdy direct-to-consumer omni-channel infrastructure, that includes a billion-dollar digital commerce enterprise and almost 640 shops throughout the U.S. and Canada. Its retailing operations underneath the DSW Designer Shoe Warehouse and The Shoe Firm banners ship present, in-line footwear and equipment from many of the largest nationwide manufacturers within the {industry} and maintain main market share positions in key product classes throughout Ladies’s, Males’s and Child’s within the U.S. and Canada. Designer Manufacturers additionally distributes its owned manufacturers via choose wholesale relationships whereas leveraging its design and sourcing experience to construct personal label product for nationwide retailers. Designer Manufacturers can be dedicated to being a distinction maker on the earth, taking steps ahead to advance variety, fairness, and inclusion within the footwear {industry} and supporting our world neighborhood and the well being of our planet via donating greater than six million pairs of footwear to the worldwide non-profit Soles4Souls. Extra info may be discovered at www.designerbrands.com.
Protected Harbor Assertion underneath the Non-public Securities Litigation Reform Act of 1995
Sure statements on this press launch, aside from statements of historic reality, represent forward-looking statements and are made pursuant to the secure harbor provisions of the Non-public Securities Litigation Reform Act of 1995. Such forward-looking statements might embody, with out limitation, statements concerning the tender supply, together with the worth of Class A standard shares to be provided to buy within the tender supply, the power to consummate the anticipated $135 million time period mortgage settlement underneath acceptable phrases, and whether or not the tender supply is definitely consummated. You’ll be able to establish these forward-looking statements by way of forward-looking phrases equivalent to “outlook,” “may,” “believes,” “expects,” “potential,” “continues,” “might,” “will,” “ought to,” “would,” “seeks,” “roughly,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the detrimental model of these phrases or different comparable phrases. These statements are primarily based on the Firm’s present views and expectations and contain recognized and unknown dangers, uncertainties, and different components, together with these included within the Firm’s newest Annual Report on Type 10-Okay or different reviews filed or made with the Securities and Trade Fee, which will trigger precise outcomes, efficiency, or achievements to be materially totally different from any future outcomes, efficiency, or achievements expressed or implied by the forward-looking statements. All forward-looking statements communicate solely as of the time when made. The Firm undertakes no obligation to replace or revise the forward-looking statements included on this press launch to mirror any future occasions or circumstances.
CONTACT: Edelman Smithfield for Designer Manufacturers, [email protected]
SOURCE Designer Manufacturers Inc.
