UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On April 1, 2021, Michaels Stores, Inc. (“MSI”), an indirect, wholly-owned subsidiary of The Michaels Companies, Inc. (the “Company”), caused to be delivered to the holders of MSI’s 8.000% Senior Notes due 2027 (the “Senior Notes”) and 4.750% Senior Secured Notes due 2027 (the “Secured Notes”) notices of conditional redemption (the “Notices of Redemption”) relating to the redemption in full of the Senior Notes, in an aggregate principal amount of $500,000,000, and Secured Notes, in an aggregate principal amount of $375,000,000 (collectively, the “Redemption”). The Redemption is subject to the consummation of the merger of Magic MergeCo, Inc., a Delaware corporation (“Merger Sub”), with and into the Company pursuant to the previously disclosed Agreement and Plan of Merger, dated as of March 2, 2021, by and among the Company, Magic AcquireCo, Inc., a Delaware corporation, and Merger Sub on or before the redemption date described below (the “Condition”). The redemption date is April 15, 2021, provided that (A) it may be delayed until such time as the Condition is satisfied (or waived by the Company in its sole discretion) and (B) the Notices of Redemption may be rescinded in the event that the Condition is not satisfied by the redemption date or if in the good faith judgment of the Company the Condition will not be satisfied. The Company would redeem each of the Senior Notes and the Secured Notes at a redemption price equal to 100% plus the applicable make-whole premium. The Company would pay accrued and unpaid interest on the Senior Notes and Secured Notes to, but excluding, the redemption date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MICHAELS COMPANIES, INC. | ||||||||
| By: | /s/ Michael F. Diamond |
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| Michael F. Diamond | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Dated: April 1, 2021