Designer Brands, Inc., the parent company of DSW, announced it is amending its previously announced modified “Dutch auction” tender offer to purchase for cash up to $100 million in value of its Class A common shares.
The offer was initially set at a price per share not greater than $8.00 nor less than $7.00, less applicable withholding taxes and without interest. The offer was also initially conditioned on the company entering into a term loan agreement for $135 million to fund the offer (the Financing Contingency) principally. As amended, the offer is now set at a price per share not greater than $10.00 nor less than $8.75, less applicable withholding taxes, and without interest. Also, as amended, the offer is no longer subject to the Financing Contingency, as the company has satisfied the 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 was increased, shareholders who have 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 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 were invalidated. Therefore, the 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 want to tender the shares in the offer, must submit an amended Letter of Transmittal to the depositary for the offer on or before the expiration date.
