8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 22, 2019

THE MICHAELS COMPANIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36501	37-1737959
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8000 Bent Branch Drive

Irving, Texas 75063

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 409-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.06775 par value	MIK	Nasdaq Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On November 22, 2019, two subsidiaries of The Michaels Companies, Inc. (the “Company”) – Michaels Stores, Inc. and Michaels Stores Procurement Company, Inc. (“MSPC”) – entered into an asset purchase agreement with A.C. Moore Incorporated, and certain of its affiliates, to acquire intellectual property and the right to lease up to 40 store locations for $58 million, subject to certain purchase price adjustments. The store locations are expected to be reopened under the Michaels brand name in fiscal 2020 and will include the relocation of certain existing Michaels stores. Additionally, MSPC has also leased a distribution facility in New Jersey, formerly occupied by A.C. Moore, with FEM BERLIN LLC, CPI BERLIN LLC, CPI BERLIN II LLC and CPI BERLIN III LLC together as the landlord. The transactions are intended to expand the Company’s presence in strategic markets and better serve the Company’s customers both online and in stores.

On November 25, 2019, the Company issued a press release relating to the transactions. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 9.01.     Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit Number	Description
99.1	Press release issued by The Michaels Companies, Inc., dated November 25, 2019.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MICHAELS COMPANIES, INC.
	By:	/s/ Denise Paulonis
		Denise Paulonis
		Executive Vice President – Chief Financial Officer
Date: November 25, 2019

EX-99.1

Exhibit 99.1

Nicole Crafts to Divest out of Retail Operations

Berlin, NJ (November 25th) – Nicole Crafts has decided to exit its retail operations by retaining the retail and real estate divisions of Gordon Brothers to close the  A.C. Moore stores, as part of a broader strategic plan.  Matthew Pascucci of Mackinac Partners has been appointed as Chief Restructuring Officer of A.C, Moore to assist in this effort.

Anthony Piperno, Chief Executive Officer of A.C. Moore said, “For over 30 years, our stores have been servicing the creative community with a vast selection of art and craft materials, with one common focus, the customer.  Unfortunately, given the headwinds facing many retailers in today’s environment, it made it very difficult for us to operate and compete on a National level.  During this process, we will continue to provide great customer experience, while still delivering quality and value on your favorite products.  Plans for closing specific A.C Moore locations will be shared in the upcoming weeks on our website.  While we will stop accepting further online orders as of today, we will ship any previously placed orders in the ordinary course.”

As part of the transaction, The Michaels Companies Inc, will assume leases for up to 40 store locations and a lease on an east coast distribution facility plus purchase intellectual property which will allow the Company to enhance its position as the largest arts and crafts retailer in North America.  Michaels CEO, Mark Cosby, noted “This transaction enables us to further expand our presence in strategic markets and serve even more customers both online and in store. We are looking forward to re-opening these stores under the Michaels name in 2020 and welcoming new team members.”

Piperno added, “While it was a difficult decision for us, this transaction will result in a group of stores reopening under the Michaels banner subject to negotiations with landlords— allowing teams to continue serving the brand’s loyal customers and employ our valued team members in those locations.  We believe the transaction was the best option for our employees, customers, vendors, landlords, and other key stakeholders and thank them for their many years of support.”

About A.C. Moore:

A.C. Moore is a specialty retailer offering a vast selection of arts, crafts and floral merchandise to a broad demographic of customers. We opened the first A.C. Moore store in Moorestown, New Jersey in 1985 and have been proudly inspiring the Eastern United States since then. A.C. Moore is a family owned company that celebrates creativity in all of our customers and Team Members. We specialize in all things arts and crafts: knitting, framing, kid's crafts, art supplies, floral, home décor & seasonal, scrapbooking, cake decorating, and our own Nicole family of products: Premiere, Stitch Studio, Nicole's Kitchen, Bright Minds, Nicole's Boutique, Nicole's Bead Shop and so much more! With over 5,000 Team Members and more than 145 stores from Maine to Florida, we happily call Berlin, NJ home to our corporate office and distribution center. We also have offices and distribution centers in Moorestown, NJ, Chicago, IL, as well as Ningbo, China.

About Michaels Companies:

The Michaels Companies, Inc. is North America's largest specialty provider of arts, crafts, framing, floral, wall décor, and seasonal merchandise for Makers and do-it-yourself home decorators. The Company operates more than 1,260 Michaels stores in 49 states and Canada.  Additionally, the Company serves customers through a variety of digital platforms including Michaels.com, consumercrafts.com and aaronbrothers.com.  The Michaels Companies, Inc., also owns Artistree, a manufacturer of high quality custom and specialty framing merchandise, and Darice, a premier wholesale distributor in the craft, gift and decor industry.  For a list of store locations or to shop online, visit www.michaels.com or download the Michaels app.

About Gordon Brothers:

Since 1903, Gordon Brothers (www.gordonbrothers.com) has helped lenders, operating executives, advisors, and investors move forward through change. The firm brings a powerful combination of expertise and capital to clients, developing customized solutions on an integrated or standalone basis across four service areas: valuations, dispositions, operations, and investments. Whether to fuel growth or facilitate strategic consolidation, Gordon Brothers partners with companies in the retail, commercial, and industrial sectors to put assets to their highest and best use. Gordon Brothers conducts more than $70 billion worth of dispositions and appraisals annually. Gordon Brothers is headquartered in Boston, with 25 offices across five continents.

1

Media Contact:

Matthew Pascucci

Chief Restructuring Officer

(617) 422-7805

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XML

Document and Entity Information	Nov. 22, 2019
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 22, 2019
Entity File Number	001-36501
Entity Registrant Name	THE MICHAELS COMPANIES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	37-1737959
Entity Address, Address Line One	8000 Bent Branch Drive
Entity Address, State or Province	TX
Entity Address, City or Town	Irving
Entity Address, Postal Zip Code	75063
City Area Code	972
Local Phone Number	409-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.06775 par value
Trading Symbol	MIK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001593936
Amendment Flag	false