UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Chico’s FAS, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

168615102

(CUSIP Number)

Sean D. Rodgers, P.C.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

212-446-4600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 21, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 

 

CUSIP NO.		168615102		13D				Page  2

 

1		NAME OF REPORTING PERSON   Cermak Road LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   7,640,620
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   7,640,620

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   7,640,620
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   6.5% (1)
14		TYPE OF REPORTING PERSON   OO

 

(1)	Calculated based on 117,944,837 shares of common stock, par value $0.01 per share of Chico’s FAS, Inc. outstanding as of May 28, 2019, as reported in Chico’s FAS, Inc.’s Form 10-Q for the quarter ended May 4, 2019.

CUSIP NO.		168615102		13D				Page  3

 

1		NAME OF REPORTING PERSON   Cermak Road Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   7,640,620
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   7,640,620

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   7,640,620
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   6.5% (1)
14		TYPE OF REPORTING PERSON   OO

 

(1)	Calculated based on 117,944,837 shares of common stock, par value $0.01 per share of Chico’s FAS, Inc. outstanding as of May 28, 2019, as reported in Chico’s FAS, Inc.’s Form 10-Q for the quarter ended May 4, 2019.

CUSIP NO.		168615102		13D				Page  4

 

1		NAME OF REPORTING PERSON   Sycamore Partners III-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   7,640,620
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   7,640,620

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   7,640,620
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   6.5% (1)
14		TYPE OF REPORTING PERSON   PN

 

(1)	Calculated based on 117,944,837 shares of common stock, par value $0.01 per share of Chico’s FAS, Inc. outstanding as of May 28, 2019, as reported in Chico’s FAS, Inc.’s Form 10-Q for the quarter ended May 4, 2019.

CUSIP NO.		168615102		13D				Page  5

 

1		NAME OF REPORTING PERSON   Sycamore Partners III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   7,640,620
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   7,640,620

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   7,640,620
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   6.5% (1)
14		TYPE OF REPORTING PERSON   PN

 

(1)	Calculated based on 117,944,837 shares of common stock, par value $0.01 per share of Chico’s FAS, Inc. outstanding as of May 28, 2019, as reported in Chico’s FAS, Inc.’s Form 10-Q for the quarter ended May 4, 2019.

CUSIP NO.		168615102		13D				Page  6

 

1		NAME OF REPORTING PERSON   Sycamore Partners III GP, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   7,640,620
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   7,640,620

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   7,640,620
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   6.5% (1)
14		TYPE OF REPORTING PERSON   PN

 

(1)	Calculated based on 117,944,837 shares of common stock, par value $0.01 per share of Chico’s FAS, Inc. outstanding as of May 28, 2019, as reported in Chico’s FAS, Inc.’s Form 10-Q for the quarter ended May 4, 2019.

CUSIP NO.		168615102		13D				Page  7

 

1		NAME OF REPORTING PERSON   Sycamore Partners III GP, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OR ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   7,640,620
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   7,640,620

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   7,640,620
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.5% (1)
14		TYPE OF REPORTING PERSON   OO

 

(1)	Calculated based on 117,944,837 shares of common stock, par value $0.01 per share of Chico’s FAS, Inc. outstanding as of May 28, 2019, as reported in Chico’s FAS, Inc.’s Form 10-Q for the quarter ended May 4, 2019.

CUSIP NO.		168615102		13D				Page  8

 

1		NAME OF REPORTING PERSON   Stefan L. Kaluzny
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OR ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   7,640,620
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   7,640,620
				10		SHARED DISPOSITIVE POWER   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON   7,640,620
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.5% (1)
14		TYPE OF REPORTING PERSON   IN

 

(1)	Calculated based on 117,944,837 shares of common stock, par value $0.01 per share of Chico’s FAS, Inc. outstanding as of May 28, 2019, as reported in Chico’s FAS, Inc.’s Form 10-Q for the quarter ended May 4, 2019.

Page 9

 

This statement constitutes Amendment No. 2 to the Schedule 13D relating to the common stock, par value $0.01 per share (the “Common Stock”), of Chico’s FAS, Inc., a Florida corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 10, 2019 (the “Initial Schedule 13D”), as amended by Amendment No. 1 filed with the Securities and Exchange Commission on June 19, 2019 (together with the Initial Schedule 13D, the “Schedule 13D”).

Page 10

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended by adding the following paragraphs before the last three paragraphs in Item 4:

On June 21, 2019, Sycamore Partners sent a letter (the “June 21 Letter”) to the Chair of the Board reiterating its request for due diligence access to the Issuer and indicating that, in connection with the June 19 Proposal, the Reporting Persons were formally requesting that the Issuer call a special meeting of shareholders pursuant to Section 607.0902 of the Florida Business Corporation Act. The foregoing description of the June 21 Letter is qualified in its entirety by reference to the full text of the June 21 Letter, a copy of which is attached hereto as Exhibit 99.5, and is incorporated herein by reference.

Also on June 21, 2019, Sycamore Partners, on behalf of the Reporting Persons, delivered a letter (the “Special Meeting Request”) to the Issuer pursuant to Section 607.0902 of the Florida Business Corporation Act requesting that the Issuer call a special meeting of shareholders for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share-acquisition described in the acquiring person statement (the “Acquiring Person Statement”) attached to the Special Meeting Request. The foregoing description of the Special Meeting Request and the Acquiring Person Statement is qualified in its entirety by reference to the full text of the Special Meeting Request and Acquiring Person Statement, copies of which are attached hereto as Exhibit 99.6, and are incorporated herein by reference.

Page 11

 

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended and restated as follows:

 

Exhibit 99.1		Joint Filing Agreement, dated as of May 10, 2019, among Cermak Road LLC, Cermak Road Ltd., Sycamore Partners III, L.P., Sycamore Partners III-A, L.P., Sycamore Partners III GP, L.P., Sycamore Partners III GP, Ltd. and Stefan L. Kaluzny (previously filed)
Exhibit 99.2		Trading data (previously filed)
Exhibit 99.3		Letter from Sycamore Partners to Chico’s FAS, Inc. dated May 10, 2019 (previously filed)
Exhibit 99.4		Letter from Sycamore Partners to Chico’s FAS, Inc. dated June 19, 2019 (previously filed)
Exhibit 99.5		Letter from Sycamore Partners to Chico’s FAS, Inc. dated June 21, 2019
Exhibit 99.6		Letter from Sycamore Partners to Chico’s FAS, Inc. (requesting a special meeting of shareholders), dated June 21, 2019 and Acquiring Person Statement, dated June 21, 2019

 

 

Page 12

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: June 21, 2019

 

Page 13

 

Page 14

 

EXHIBIT INDEX

 

Exhibit 99.1		Joint Filing Agreement, dated as of May 10, 2019, among Cermak Road LLC, Cermak Road Ltd., Sycamore Partners III, L.P., Sycamore Partners III-A, L.P., Sycamore Partners III GP, L.P., Sycamore Partners III GP, Ltd. and Stefan L. Kaluzny (previously filed)
Exhibit 99.2		Trading data (previously filed)
Exhibit 99.3		Letter from Sycamore Partners to Chico’s FAS, Inc. dated May 10, 2019 (previously filed)
Exhibit 99.4		Letter from Sycamore Partners to Chico’s FAS, Inc. dated June 19, 2019 (previously filed)
Exhibit 99.5		Letter from Sycamore Partners to Chico’s FAS, Inc. dated June 21, 2019
Exhibit 99.6		Letter from Sycamore Partners to Chico’s FAS, Inc. (requesting a special meeting of shareholders), dated June 21, 2019 and Acquiring Person Statement, dated June 21, 2019

 

Exhibit 99.5

 

June 21, 2019

Chico’s FAS, Inc.

11215 Metro Parkway

Fort Myers, Florida 33966

Attention: David F. Walker, Chair of the Board

Dear Mr. Walker:

Thank you for your response and the consideration that you are giving our most recent offer to acquire Chico’s FAS, Inc. (the “Company”).

Further to our offer of June 19th, we are requesting that the Company call a special meeting of shareholders within 50 days in accordance with §607.0902 of the Florida Business Corporation Act. We have included with this letter a formal request for such meeting.

As we have previously stated, we are simply seeking due diligence access to the Company so that we can provide you, the Board of Directors, and our fellow shareholders a binding, unconditional acquisition offer for all to consider. We have separately sent you a draft of a customary confidentiality agreement for that purpose.

Sincerely yours,

/s/ Stefan Kaluzny

 

Stefan Kaluzny

Managing Director

Sycamore Partners

(212) 796-8555

skaluzny@sycamorepartners.com

 

Sycamore Partners Management, L.P.		9 West 57th Street, 31st Floor, New York, New York 10019

Exhibit 99.6

 

June 21, 2019

Chico’s FAS, Inc.

11215 Metro Parkway

Fort Myers, Florida 33966

Attention:

David F. Walker, Chair of the Board

Greg Baker, Senior Vice President, General Counsel and Corporate Secretary

Dear Mr. Walker and Mr. Baker:

This letter is sent on behalf of Cermak Road LLC (“Cermak”), Cermak Road Ltd., a member of Cermak (“Cermak Ltd.”), Sycamore Partners III-A, L.P., the sole shareholder of Cermak Ltd. (“Sycamore III-A”), Sycamore Partners III, L.P., a member of Cermak (“Sycamore III”), Sycamore Partners III GP, L.P., the general partner of Sycamore III (“Sycamore GP”), Sycamore Partners III GP, Ltd., the general partner of Sycamore GP (“Sycamore Ltd.”), and Stefan L. Kaluzny, a director of Sycamore Ltd. (collectively, the “Acquiring Person”). The Acquiring Person owns, directly or indirectly, 7,640,620 shares of common stock of Chico’s FAS, Inc. (the “Company”).

Pursuant to the Florida Business Corporation Act, Florida Statutes, Section 607.0902:

 

(i)

please find attached to this letter an Acquiring Person Statement;

 

(ii)

the Acquiring Person hereby requests that (a) within 10 days of this request, the directors of the Company, or others authorized to call such a meeting under the Company’s articles of incorporation or bylaws, call a special meeting of shareholders of the Company for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share-acquisition described in the Acquiring Person Statement, and (b) such special meeting not be held sooner than 30 days after receipt by the Company of the Acquiring Person Statement; and

 

(iii)

the Acquiring Person hereby undertakes to pay the Company’s expenses of such special meeting.

 

Sincerely,

/s/ Stefan L. Kaluzny

Stefan L. Kaluzny Managing Director Sycamore Partners (212) 796-8555 skaluzny@sycamorepartners.com

Sycamore Partners Management, L.P.                 9 West 57^th Street, 31st Floor New York, New York 10019

ACQUIRING PERSON STATEMENT

Pursuant to the Florida Business Corporation Act, Florida Statutes, Section 607.0902

 

 

Chico’s FAS, Inc.

(NAME OF ISSUING PUBLIC CORPORATION)

11215 Metro Parkway, Fort Myers, Florida 33966

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

 

 

Cermak Road LLC and others named below

(NAME OF ACQUIRING PERSON)

 

 

June 21, 2019

 

 

ITEM (a)        IDENTITY OF THE ACQUIRING PERSON:

Cermak Road LLC (“Cermak”), Cermak Road Ltd., a member of Cermak (“Cermak Ltd.”), Sycamore Partners III-A, L.P., the sole shareholder of Cermak Ltd. (“Sycamore III-A”), Sycamore Partners III, L.P., a member of Cermak (“Sycamore III”), Sycamore Partners III GP, L.P., the general partner of Sycamore III (“Sycamore GP”), Sycamore Partners III GP, Ltd., the general partner of Sycamore GP (“Sycamore Ltd.”), and Stefan L. Kaluzny, a director of Sycamore Ltd. (collectively, the “Acquiring Person”).

ITEM (b)        PURPOSE OF THIS STATEMENT:

This Acquiring Person Statement is given pursuant to Section 607.0902 of the Florida Statutes (the “Control Shares Acquisition Statute”).

ITEM (c)        NUMBER OF SHARES OWNED:

The Acquiring Person owns, directly or indirectly, 7,640,620 shares of common stock (“Common Stock”) of Chico’s FAS, Inc. (the “Company”). Each of the entities and persons which comprise the Acquiring Person may be deemed to beneficially own, within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), all of the shares of Common Stock owned by the Acquiring Person.

ITEM (d)        RANGES OF VOTING POWER:

Except for the possible effect of Section 607.0902 of the Control Shares Acquisition Statute, the Acquiring Person would be deemed to have voting power, as provided in Section 607.0902 of the Control Shares Acquisition Statute, with respect to 7,640,620 shares of the Common Stock, or approximately 6.5 percent of the issued and outstanding shares of the Common Stock (based on 117,944,837 shares outstanding as of May 28, 2019 as set forth in the Company’s Form 10-Q for the quarter ended May 4, 2019), which does not fall within the voting power ranges as set forth in Section 607.0902.

In addition, the Acquiring Person intends to acquire additional shares of Common Stock (including “control share acquisitions” within the meaning of Section 607.0902) pursuant to which its range of voting power may exceed (i) the one-fifth or more but less than one-third of all voting power range, (ii) the one-third or more but less than a majority of all voting power range, and (iii) the majority or more of all voting power range.

ITEM (e)        PLANS WITH RESPECT TO ADDITIONAL PURCHASES OF COMMON STOCK:

The Acquiring Person has sent a letter (the “Letter”) to the Chair of the Board of Directors of the Company, dated June 19, 2019 (a copy of which has been filed as an exhibit to Amendment No. 1 to the Schedule 13D filed by the Acquiring Person with the Securities and Exchange Commission on June 19, 2019), pursuant to which the Acquiring Person has proposed a transaction in which the Acquiring Person would acquire all of the outstanding shares of the Common Stock not owned by the Acquiring Person at a price of $3.00 per share in cash (the “Potential Acquisition”).

The Acquiring Person reserves the right to purchase additional shares of Common Stock (including without limitation any purchases which would be deemed to constitute a “control-share acquisition” within the meaning of Section 607.0902) in a transaction other than the Potential Acquisition and/or at a different price per share of Common Stock from that proposed in the Letter, and/or in the public markets or in privately-negotiated transactions with other shareholders (“Additional Purchases”).

With respect to the Potential Acquisition and any such Additional Purchases, the Acquiring Person represents that if consummated, the Potential Acquisition and/or any such Additional Purchases will not be contrary to law and that it has the financial capacity to consummate the Potential Acquisition and/or to make all such Additional Purchases out of funds currently available to the Acquiring Person without the necessity of borrowing any funds. The Acquiring Person bases its statement regarding compliance with law on its intended compliance with applicable state and federal laws, including federal securities laws.

OTHER CONSIDERATIONS:

The Acquiring Person reserves the right to challenge the constitutionality and validity of the Florida Control Share Acquisition Statute and/or the validity of any purported application thereof to the Acquiring Person.

This Statement does not constitute a solicitation of a proxy, for or with respect to the annual meeting or any special meeting of the Company’s shareholders. Any such solicitation will be made only pursuant to a separate proxy solicitation complying with the requirements of Section 14(a) of the Securities Exchange Act of 1934, as amended.