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8-K - FORM 8-K - CLAIRES STORES INC | g26185e8vk.htm |
EXHIBIT 99.1
NEWS BULLETIN
RE: CLAIRES STORES, INC.
2400 WEST CENTRAL ROAD, HOFFMAN ESTATES, ILLINOIS 60192
RE: CLAIRES STORES, INC.
2400 WEST CENTRAL ROAD, HOFFMAN ESTATES, ILLINOIS 60192
Claires Stores, Inc. Announces
Pricing of $450 Million of 8.875% Senior Secured Second Lien Notes Due 2019
Pricing of $450 Million of 8.875% Senior Secured Second Lien Notes Due 2019
CHICAGO, Illinois, February 17, 2011 Claires Stores, Inc. (the Company) today announced the
pricing of $450 million aggregate principal amount of 8.875% senior secured second lien notes due
2019 (the Notes). The Notes were priced at par. The Notes will initially be issued by Claires
Escrow Corporation (the Escrow Issuer), a wholly-owned first-tier subsidiary of the Company,
created solely to issue the Notes. Settlement is scheduled to occur on March 4, 2011.
The Escrow Issuer will merge with and into the Company upon the availability of the Companys
financial statements for the fiscal year ended January 29, 2011 demonstrating compliance with
certain existing debt covenants. Upon the merger, the Notes will be guaranteed by all of the
Companys direct or indirect wholly-owned domestic restricted subsidiaries which guarantee the
Companys senior secured credit facility and secured on a second-priority basis by all assets of
the Company and the guarantors that are pledged as collateral to secure the Companys senior
secured credit facility. If the merger does not occur by March 31, 2011, the Notes will be redeemed
at par plus all accrued but unpaid interest through the date of redemption.
The Company intends to use the net proceeds of the offering of the Notes to reduce outstanding
indebtedness under the Companys current credit facility.
The Notes are being 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 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 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.
Forward-looking Statements:
This press release contains various forward-looking statements which represent the Companys
current expectations or beliefs with respect to future events. Statements that are not historical
are considered forward-looking statements. These forward-looking statements are based on the
information available to, and the expectations and assumptions deemed reasonable by the Company at
the time this press release is issued. Although the Company believes that the assumptions
underlying such statements are reasonable, it can give no assurance that any future results or
events discussed in
these statements will be achieved. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from those anticipated. A
description of such risks are included in the Companys Annual Report on Form 10-K for the fiscal
year ended January 30, 2010 filed with the SEC on April 13, 2010, and the Companys other filings
with the Securities and Exchange Commission. The Company undertakes no obligation to update or
revise any forward-looking statements to reflect subsequent events or circumstances.
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