Claire's Stores, Inc. Announces Issuance Of $210.0 Million Of 6.125% Senior Secured First Lien Notes Due 2020 And Purchase Of $60.5 Million Of Outstanding 9.25% Senior Notes Due 2015 And 9.625%/10.375% Senior Toggle Notes Due 2015
CHICAGO, March 15, 2013 /PRNewswire/ -- Claire's Stores, Inc. (the "Company") today announced the closing of the previously announced offering of $210.0 million aggregate principal amount of 6.125% Senior Secured First Lien Notes due 2020 (the "6.125% Senior Secured First Lien Notes"). The 6.125% Senior Secured First Lien Notes were issued at par.
Pursuant to the terms of a cash tender offer set forth in an Offer to Purchase dated March 1, 2013 (the "Tender Offer"), the Company offered to purchase up to $210.0 million aggregate principal amount of its outstanding 9.25% Senior Notes due 2015 (the "Senior Fixed Rate Notes") and 9.625%/10.375% Senior Toggle Notes due 2015 (the "Senior Toggle Notes" and, together with the Senior Fixed Rate Notes, the "Senior Notes") for total consideration per $1,000 aggregate principal amount of Senior Notes consisting of the applicable tender offer consideration for such series of Senior Notes plus an early participation payment (the "Early Participation Payment") of $30.00 per $1,000 principal amount of Senior Notes tendered by 5:00 p.m., New York City time, on March 14, 2013 (the "Early Participation Date"). As of the Early Participation Date, approximately $39.0 million aggregate principal amount of the Senior Fixed Rate Notes and approximately $21.5 million aggregate principal amount of the Senior Toggle Notes were validly tendered and not validly withdrawn (the "Early Tendered Notes").
On March 15, 2013, the Company used approximately $63.3 million of the net proceeds of the offering to purchase all of the Early Tendered Notes in accordance with the terms of the Tender Offer. The Company intends to use the remaining net proceeds of the offering, together with cash on hand, to purchase an additional approximately $149.5 million aggregate principal amount of Senior Notes pursuant to the Tender Offer or a subsequent redemption.
The Tender Offer will expire at 11:59 p.m., New York City time, on March 28, 2013, unless extended or earlier terminated, but the Early Participation Payment is no longer available.The 6.125% Senior Secured First Lien Notes were offered only to "qualified institutional buyers" in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The 6.125% Senior Secured First Lien Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the 6.125% Senior Secured First Lien Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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