Signet UK launches tender offer for 4.7% senior notes due 2024

By Marisa Wong

Los Angeles, Sept. 5 – Signet UK Finance plc, a wholly owned subsidiary of Signet Jewelers Ltd., said it has begun a cash tender offer to purchase any and all of its outstanding 4.7% senior notes due 2024.

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

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.

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 is required for the adoption of the proposed amendments.

Holders who tender their notes and consents prior to 5 p.m. ET on Sept. 18, the early tender time, will be eligible to 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.

Tenders may be withdrawn and the related consents revoked at any time prior to 5 p.m. ET on Sept. 18.

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.

The financing transaction is not conditioned on receipt of the required consents, the company noted.

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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