UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
THE MICHAELS COMPANIES, INC.
(Name of Subject Company (Issuer))
MAGIC MERGECO, INC.
(Offeror)
A direct wholly owned subsidiary of
MAGIC ACQUIRECO, INC.
(Parent of Offeror)
APOLLO MANAGEMENT IX, L.P.
(Other Person)
(Names of Filing Persons (identifying status as Offeror, Issuer or Other Person))
COMMON STOCK, PAR VALUE $0.067751 PER SHARE
(Title of Class of Securities)
59408Q106
(CUSIP Number of Class of Securities)
Magic MergeCo, Inc.
c/o Apollo Management IX, L.P.
9 West 57th Street, 43rd Floor
New York, New York 10019
Attention: John J. Suydam
Telephone: (212) 515-3200
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Gregory B. Klein
Simpson Thacher & Bartlett LLP
1999 Avenue of the Stars – 29th Floor
Los Angeles, CA 90067
(310) 407-7500
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $3,298,666,432.00 | $359,884.51 | |
| (1) | Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by adding the sum of (i) 142,039,199 shares of common stock, par value $0.067751 per share (“Shares”), of The Michaels Companies, Inc., a Delaware corporation (“Michaels”), issued and outstanding multiplied by the offer price of $22.00 per share, (ii) 6,331,265 Shares issuable pursuant to outstanding restricted stock units multiplied by the offer price of $22.00 per Share, and (iii) the net offer price for options to purchase 3,370,725 Shares with an exercise price less than $22.00 per Share (which is calculated by multiplying the number of Shares underlying such in-the-money stock options by an amount equal to $22.00 per Share minus the weighted average exercise price of $11.76 per Share). The foregoing share figures have been provided by Michaels and are as of March 11, 2021, the most recent practicable date. |
| (2) | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2021 beginning on October 1, 2020, issued August 26, 2020, by multiplying the transaction value by 0.0001091. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: $359,884.51 | Filing Party: Magic MergeCo, Inc. | |
| Form or Registration No.: Schedule TO-T | Date Filed: March 16, 2021 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | Third-party tender offer subject to Rule 14d-1. |
| ☐ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on March 16, 2021 by Magic MergeCo, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Magic AcquireCo, Inc. (“Parent”), a Delaware corporation. The Schedule TO relates to the tender offer by Purchaser for any and all of the outstanding shares of common stock, par value $0.067751 per share (“Shares”), of The Michaels Companies, Inc., a Delaware Corporation (“Michaels”), at a price of $22.00 per Share, without interest, net to the seller in cash, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 16, 2021 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”, a copy of which is attached as Exhibit (a)(1)(B), and which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).
All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment. This Amendment should be read together with the Schedule TO.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.
This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11, and Item 12, as reflected below.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:
The Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York City time, on April 14, 2021. The Depositary and Paying Agent has indicated that, as of the Offer Expiration Time, a total of 122,994,416 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 85.92% of the issued and outstanding Shares as of the Offer Expiration Time.
The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Tender Condition. All conditions to the Offer having been satisfied or waived, Purchaser irrevocably accepted for payment all such Shares validly tendered into and not withdrawn from the Offer and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of Michaels pursuant to Section 251(h) of the DGCL. Accordingly, on April 15, 2021, the Purchaser expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Purchaser will merge with and into Michaels, with Michaels surviving as a wholly owned subsidiary of Parent. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (1) Shares irrevocably accepted for purchase by Purchaser in the Offer, (2) Shares owned by Parent, Purchaser or the Company or any direct or indirect wholly-owned subsidiary of Parent or the Company, including all Shares held by the Company as treasury stock, or (3) Shares that are held by any stockholder who is entitled to demand and properly demands appraisal pursuant to, and who complies in all respects with the provisions of, Section 262 of the DGCL with respect to such Shares), will be converted automatically into the right to receive $22.00 in cash, net to the holder of such Share in cash, without interest, but subject to any applicable withholding taxes (which is the same amount per Share paid in the Offer). Following the Merger, all Shares will be delisted from NASDAQ and deregistered under the Exchange Act.
The press release announcing the expiration of the Offer and the acceptance of Shares for payment is attached hereto as Exhibit (a)(5)(D).
2
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
EXHIBIT INDEX
| (a)(5)(D) | Press Release issued by Purchaser on April 15, 2021. |
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| MAGIC MERGECO, INC. | ||
| By | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President | |
| Date: | April 15, 2021 | |
| MAGIC ACQUIRECO, INC. | ||
| By | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President | |
| Date: | April 15, 2021 | |
| APOLLO MANAGEMENT IX, L.P. | ||
| By | AIF IX Management, LLC, its General Partner | |
| By | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President | |
| Date: | April 15, 2021 | |
EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(1)(A) | Offer to Purchase, dated March 16, 2021.* | |
| (a)(1)(B) | Letter of Transmittal.* | |
| (a)(1)(C) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(D) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(E) | Summary Advertisement as published in the Wall Street Journal on March 16, 2021.* | |
| (a)(5)(A) | Joint Press Release issued by Michaels and Parent on March 3, 2021 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of Michaels filed with the Securities and Exchange Commission on March 3, 2021).* | |
| (a)(5)(B) | Press Release issued by Parent on March 16, 2021.* | |
| (a)(5)(C) | Press Release issued by Purchaser on April 8, 2021.* | |
| (a)(5)(D) | Press Release issued by Purchaser on April 15, 2021. | |
| (b)(1) | Debt Commitment Letter, dated March 2, 2021, from Wells Fargo Bank, National Association, Bank of America, N.A, Barclays Bank PLC, Credit Suisse AG, Deutsche Bank AG, Mizuho Bank, LTD. and Royal Bank of Canada to Purchaser.* | |
| (b)(2) | Debt Commitment Letter, dated March 2, 2021, from Credit Suisse AG, Wells Fargo Bank, National Association, Barclays Bank PLC, Deutsche Bank AG, Mizuho Bank, LTD., Royal Bank of Canada and Bank of America, N.A. to Purchaser.* | |
| (d)(1) | Agreement and Plan of Merger, dated as of March 2, 2021, by and among Michaels, the Purchaser and Parent (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by Michaels with the Securities and Exchange Commission on March 3, 2021).* | |
| (d)(2) | Confidentiality Agreement, dated January 20, 2021, between Michaels and Apollo Management IX, L.P.* | |
| (d)(3) | Limited Guarantee, dated as of March 2, 2021, by Apollo Investment Fund IX, L.P., Apollo Overseas Partners (Delaware 892) IX, L.P., Apollo Overseas Partners (Delaware) IX, L.P., Apollo Overseas Partners IX, L.P. and Apollo Overseas Partners (Lux) IX, SCSp in favor of Michaels.* | |
| (d)(4) | Equity Commitment Letter, dated as of March 2, 2021, from Apollo Investment Fund IX, L.P., Apollo Overseas Partners (Delaware 892) IX, L.P., Apollo Overseas Partners (Delaware) IX, L.P., Apollo Overseas Partners IX, L.P. and Apollo Overseas Partners (Lux) IX, SCSp to Parent.* | |
| (d)(5) | Tender and Support Agreement, dated as of March 2, 2021, by and among Magic AcquireCo, Inc., Magic MergeCo, Inc., Bain Capital Integral Investors 2006, LLC and BCIP TCV, LLC (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Michaels with the SEC on March 3, 2021).* | |
| (g) | None. | |
| (h) | None. | |
| * | Previously filed. |
Exhibit (a)(5)(D)
FOR IMMEDIATE RELEASE
Apollo Announces Completion of the Tender Offer for Shares of The Michaels Companies
NEW YORK, NY – April 15, 2021 – Magic MergeCo, Inc. (the “Purchaser”), an entity controlled by funds (the “Apollo Funds”) managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”), a leading global alternative investment manager, today announced the successful completion of the previously commenced cash tender offer by the Purchaser to purchase all of the outstanding shares of common stock of The Michaels Companies, Inc. (Nasdaq: MIK) (“Michaels”).
The tender offer, which was extended on April 8, 2021, expired at 5:00 P.M., New York City time on April 14, 2021. As of the expiration of the tender offer, a total of 122,994,416 shares of common stock of Michaels, representing approximately 85.92% of the outstanding Michaels shares, were validly tendered into and not validly withdrawn from the tender offer. As of such expiration, all conditions to the tender offer have been satisfied or waived. Purchaser has accepted for payment, and expects to promptly pay for, all such Michaels shares validly tendered into and not withdrawn in accordance with the terms of the tender offer.
As a result of its acceptance of the shares tendered in the tender offer, Purchaser has acquired a sufficient number of shares of Michaels’ common stock to, and expects to, close the merger of Purchaser with and into Michaels without the affirmative vote of Michaels’ other stockholders pursuant to Section 251(h) of the Delaware General Corporation Law. Purchaser expects to consummate the merger on April 15, 2021. In connection with the merger, the remaining outstanding shares will be converted into the right to receive $22.00 per share in cash, being the same price paid in the tender offer. As a result of the tender offer and the merger, Michaels will become a privately-held, indirect wholly-owned subsidiary of the Apollo Funds and Michaels’ common stock will cease trading on the Nasdaq Stock Market.
About Apollo
Apollo is a leading global investment manager with offices in New York, Los Angeles, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai and Tokyo, among others. Apollo had assets under management of approximately $455 billion as of December 31, 2020 in credit, private equity and real assets funds. For more information about Apollo, please visit www.apollo.com.
Forward-Looking Statements
Any forward-looking statements, including, but not limited to, statements regarding the proposed transaction between Apollo and Michaels, the ability of the parties to complete the transaction and the expected timetable for completing the transaction, strategic and other potential benefits of the transaction, and other statements about Apollo’s future expectations, beliefs, goals, plans or prospects, are subject to risks and uncertainties such as those described under the heading “Risk Factors” in Michaels’ periodic reports on file with the SEC. These statements speak only as of the date of this press release and are based on Apollo’s and Michaels’ current plans and expectations and involve risks and uncertainties that could cause actual future events or results to
be different from those described in or implied by such forward-looking statements, including risks and uncertainties regarding: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; changes in financial markets; changes in economic, political or regulatory conditions; changes in facts and other circumstances and uncertainties concerning the proposed transaction; and other factors set forth from time to time in Michaels’ SEC filings, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by Apollo and Michaels, as applicable. Apollo and Michaels caution investors not to place considerable reliance on the forward-looking statements contained in this press release. Except as required by applicable law or regulation, Apollo does not undertake any obligation to update or revise any such forward-looking statements to reflect future events or circumstances.
Important Additional Information
This communication is neither an offer to purchase nor a solicitation of an offer to sell common stock of Michaels or any other securities. This communication is for informational purposes only. On March 16. 2021, affiliates of Apollo filed a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) with the U.S. Securities and Exchange Commissions (“SEC”) and Michaels filed the related Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER MATERIALS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. PRIOR TO MAKING ANY DECISION REGARDING THE TENDER OFFER, MICHAELS STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER OFFER MATERIALS) AND THE RELATED SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9. Michaels stockholders may obtain the Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 at no charge on the SEC’s website at www.sec.gov. In addition, the Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 may be obtained free of charge from Georgeson LLC, 1290 Avenue of the Americas, 9th Floor, New York, New York 10104, Telephone Number (888) 663-7851, the information agent for the tender offer.
Media Contact:
For Apollo:
Investor Contact:
Peter Mintzberg
Head of Investor Relations
Apollo Global Management, Inc.
212 822 0528
APOInvestorRelations@apollo.com
Media Contact:
Joanna Rose
Global Head of Corporate Communications
Apollo Global Management, Inc.
212 822 0491
Communications@apollo.com