COLUMBUS, Ohio, June 8, 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, today
announced that its Board of Directors (the "Board") has authorized
the repurchase of up to $100 million of the Company's Class A
common shares through a modified "Dutch Auction" tender offer
("Offer"), at an anticipated cash purchase price of not less than
$7.00 per share and not more than
$8.00 per share, less any applicable
withholding taxes and without interest. Designer Brands intends to
enter into a $135 million term loan
agreement to be used principally to fund the Offer (the "Financing
Contingency"), with the remaining availability to be used for
general corporate purposes.
![(PRNewsfoto/Designer Brands Inc.) (PRNewsfoto/Designer Brands Inc.)](https://mma.prnewswire.com/media/1090184/Designer_Brands_Logo.jpg)
Designer Brands intends to commence the Offer later today, on
June 8, 2023, with expiration of the
Offer scheduled for 12:00 Midnight, at the end of the day,
New York City time on Friday, July 7, 2023, unless the Offer is
extended or terminated. The Offer is expected to be subject to
certain conditions, including the Financing Contingency, which must
be consummated in order to fund the Offer.
"This commitment to Designer Brands' long-term value will
utilize our existing share repurchase authorization and represents
approximately 22% to 25% of our outstanding shares of Class A
common shares," said Doug Howe,
Designer Brands' Chief Executive Officer. "This decision by the
Board represents a significant investment in our own stock at what
we believe are very attractive prices and reflects our belief that
returning capital to shareholders is a prudent use of our
anticipated term loan."
The Offer will be subject to various terms and conditions as
will be described in offer materials that will be publicly filed
and distributed to shareholders upon commencement. Centerview
Partners LLC served as financial advisor in connection with the
transaction. The Dealer Managers for the Offer will be BofA
Securities, Inc. and BMO Capital Markets Corp. Georgeson LLC will
serve as the Information Agent for the Offer. The Company's
executive officers and directors, including Jay L. Schottenstein, the Executive Chairman of
our Board of Directors, have informed the Company that they do not
intend to tender shares in the Offer.
Neither Designer Brands' management, nor any of its Board,
executive officers, the Dealer Managers, the Information Agent or
the depositary will be 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.
The tender offer described in this press release has not yet
commenced. This press release is for information purposes only and
is not an offer to purchase or the solicitation of an offer to sell
any Class A common shares of Designer Brands. The solicitation of
offers to purchase Class A common shares of Designer Brands will be
made only pursuant to the tender offer documents, including an
Offer to Purchase and related Letter of Transmittal, that Designer
Brands intends to distribute to shareholders and file as part of a
tender offer statement on Schedule TO with the Securities and
Exchange Commission ("SEC") later today, on June 8, 2023.
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 SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
CONCERNING THE TERMS OF THE TENDER OFFER.
Once the tender offer is commenced copies of the tender offer
statement on Schedule TO, the Offer to Purchase, Letter of
Transmittal and other documents that Designer Brands will be filing
with SEC will be distributed by Designer Brands to holders of
Designer Brands' Class A common shares at no expense to them and
will also be available to Class A shareholders, free of charge, at
the SEC's website at www.sec.gov or the Investors section of
Designer Brands' website at investors.designerbrands.com.
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 by
inspiring self-expression across every facet of its enterprise.
Through its portfolio of world-class owned brands, led by the
industry-setting Vince Camuto brand, Designer Brands delivers
on-trend footwear and accessories through its robust
direct-to-consumer omni-channel infrastructure, featuring a
billion-dollar digital commerce business and nearly 640 stores
across the U.S. and Canada. Its
retailing operations under the DSW Designer Shoe Warehouse and The
Shoe Company banners deliver current, in-line footwear and
accessories from most of the largest national brands in the
industry and hold leading market share positions in key product
categories across Women's, Men's and Kid's in the U.S. and
Canada. Designer Brands also
distributes its owned brands through select wholesale relationships
while leveraging its design and sourcing expertise to build private
label product for national retailers. Designer Brands is also
committed to being a difference maker in the world, taking steps
forward to advance diversity, equity, and inclusion in the footwear
industry and supporting our global community and the health of our
planet through donating more than six million pairs of shoes to the
global non-profit Soles4Souls. More information can be found at
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
expected tender offer, including the value of Class A common shares
expected to be offered to purchase in the tender offer, the ability
to consummate the expected $135
million term loan agreement under acceptable terms, and
whether the tender offer is actually commenced and consummated as
planned or at all. 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.