Signet UK sees 62.97% early participation in tender for 4.7% notes

By Wendy Van Sickle

Columbus, Ohio, Sept. 19 – Signet UK Finance plc, a wholly owned subsidiary of Signet Jewelers Ltd., said it received sufficient noteholder consents to amend the indenture of 4.7% senior notes due 2024 cash tender by the early deadline in its cash offer to purchase any and all of the notes.

By the early deadline, 5 p.m. ET on Sept. 18, the issuer had received valid tenders and consents from holders of $251,873,000, or 62.97%, of the outstanding notes, according to a press release on Thursday.

The offer will expire at 11:59 p.m. ET on Oct. 2.

As announced on Sept. 5 in connection with the tender offer, the company is soliciting consents from holders to some proposed amendments to the indenture governing the notes. The proposed amendments would eliminate most of the restrictive covenants and some default provisions of the indenture.

Now that the company has consents from a majority of noteholders, Signet will execute and deliver a supplemental indenture to the indenture governing the notes giving effect to the proposed amendments, according to Thursday’s update, which noted that the proposed amendments will not become operative until the notes tendered in the tender offer are repurchased. The repurchase will take place subject to the satisfaction or waiver of some conditions.

Any holder who tenders notes under the tender offer must also deliver a consent to the proposed amendments.

Delivery of consents by holders of a majority of the aggregate principal amount of the outstanding notes was required for the adoption of the proposed amendments.

Holders who tendered their notes and consents by the early tender time will receive the total consideration of $950 per $1,000 principal amount of notes. The total consideration includes an early tender premium of $30 per $1,000 principal amount.

Holders tendering their notes after the early tender time will be eligible to receive only the tender consideration of $920 per $1,000 of notes.

The company will also pay accrued interest from the most recent interest payment date to but excluding the applicable settlement date.

The tender offer and consent solicitation are conditioned on, among other things, a majority of the notes being tendered and completion of one or more debt financing transactions resulting in sufficient funds to repurchase all tendered notes and refinance Signet’s existing senior credit facilities.

Signet expects to finance its existing facilities with $1.6 billion of new fully committed five-year senior asset-based credit facilities.

Signet expects to enter into the facilities with BofA Securities, Inc., Fifth Third Bank, JPMorgan Chase Bank, NA and PNC Capital Markets LLC as joint lead arrangers and bookrunners and a syndicate of financial institutions and institutional lenders to refinance all outstanding amounts under its existing senior credit facilities that mature in July 2021, to refinance the 2024 notes, to pay related fees and expenses and for general corporate purposes.

BofA Securities (888 292-0070 or 980 388-3846) and J.P. Morgan Securities LLC at (866 834-4666 or 212 834-3424) are dealer managers for the tender offer.

D.F. King & Co., Inc. (212 269-5550 for banks and brokers or 800 591-6309 for all others or signet@dfking.com) is the information agent and tender agent.

Signet is a Hamilton, Bermuda-based diamond jewelry retailer.

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