UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported):
THE
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number,
including area code: (
Not Applicable
(Former name or former address, if changed since last report)
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2019, Peter F. Wallace notified The Michaels Companies, Inc. (the “Company”) of his decision to resign from the Company’s board of directors (the “Board”), effective immediately. Mr. Wallace’s decision was not as a result of any disagreement with the Company. The Board wishes to thank Mr. Wallace for his service and the numerous contributions he has made to the success of the Company.
Item 8.01 Other Events
On October 11, 2019, certain investment funds affiliated with The Blackstone Group Inc. (collectively, the “Blackstone Investors”) entered into a letter agreement with the Company and certain investment funds affiliated with Bain Capital Private Equity, L.P. (collectively, the “Bain Investors”) pursuant to which the Blackstone Investors irrevocably waived their rights under the Investor Agreement, dated as of June 26, 2014, by and among the Company, the Blackstone Investors and the Bain Investors, to nominate and/or designate persons to the Board. In addition, the Blackstone Investors agreed that, with respect to any vote, consent or other approval to come before the Company’s stockholders, they would vote their shares of the Company’s common stock in excess 9.99% of the outstanding common stock in the same manner and in the same proportion as those shares voted by the other holders of the Company’s common stock.
The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Letter agreement, dated October 11, 2019, by and among The Michaels Companies, Inc. and certain investment funds affiliated with The Blackstone Group Inc. and Bain Capital Private Equity, L.P. | |
| 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 thereunto duly authorized.
| THE MICHAELS COMPANIES, INC. | ||
| By: | /s/ Navin Rao | |
| Name: | Navin Rao | |
| Title: | Vice President and Secretary | |
Date: October 11, 2019
Exhibit 10.1
October 11, 2019
The Michaels Companies, Inc.
8000 Bent Branch Drive
Irving, Texas 75063
Ladies and Gentlemen:
Reference is made to the Investor Agreement, dated as of June 26, 2014 (the “Investor Agreement”), by and among The Michaels Companies, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), and each Person that executed the Investor Agreement and is listed as an “Investor” on the signature pages thereto. Capitalized or other terms used herein and not defined herein but defined in the Investor Agreement shall have the meanings ascribed to them in the Investor Agreement.
The undersigned Blackstone Investors hereby irrevocably waive their rights pursuant to Sections 2.1 and 2.2 of the Investor Agreement to nominate and/or designate persons to the Board.
The undersigned Blackstone Investors hereby further agree that, with respect to all Common Stock collectively held by them in excess of 9.99% of the outstanding Common Stock of the Company at the time in question (such shares, “Excess Shares”), the undersigned Blackstone Investors shall vote or cause to be voted at all meetings of the stockholders of the Company, or vote, consent or approve in any other circumstances, upon which such vote, consent or other approval (including a written consent) is sought or obtained by or from the stockholders of the Company, all Excess Shares in the same manner (including by voting “for” or “against,” abstaining or withholding votes) as, and in the same proportion to, the votes cast “for” or “against,” and abstentions or vote withholdings made, in respect of all Common Stock held by holders of Common Stock (other than the Common Stock held by the undersigned Blackstone Investors).
[Remainder of this page intentionally left blank.]
| Very truly yours, | |||
| BLACKSTONE CAPITAL PARTNERS V, L.P. | |||
| By: Blackstone Management Associates V L.L.C., its General Partner | |||
| By: | /s/ Peter Wallace | ||
| Name: | Peter Wallace | ||
| Title: | Senior Managing Director | ||
| BCP V-S L.P. | |||
| By: Blackstone Management Associates V L.L.C., its General Partner | |||
| By: | /s/ Peter Wallace | ||
| Name: | Peter Wallace | ||
| Title: | Senior Managing Director | ||
| BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P. | |||
| By: Blackstone Management Associates V L.L.C., its General Partner | |||
| By: | /s/ Peter Wallace | ||
| Name: | Peter Wallace | ||
| Title: | Senior Managing Director | ||
| Blackstone Family Investment Partnership V - SMD L.P. | |||
| By: Blackstone Management Associates V L.L.C., its General Partner | |||
| By: | /s/ Peter Wallace | ||
| Name: | Peter Wallace | ||
| Title: | Senior Managing Director | ||
[Signature Page to Waiver Letter]
| BLACKSTONE PARTICIPATION PARTNERSHIP V L.P. | |||
| By: Blackstone Management Associates V L.L.C., its General Partner | |||
| By: | /s/ Peter Wallace | ||
| Name: | Peter Wallace | ||
| Title: | Senior Managing Director | ||
| BCP CO-INVESTORS L.P. | |||
| By: Blackstone Management Associates V L.L.C., its General Partner | |||
| By: | /s/ Peter Wallace | ||
| Name: | Peter Wallace | ||
| Title: | Senior Managing Director | ||
| ACKNOWLEDGED AND AGREED: | |||
| THE MICHAELS COMPANIES, INC. | |||
| By: | /s/ Navin Rao | ||
| Name: | Navin Rao | ||
| Title: | Vice President and Secretary | ||
| THE MAJORITY BAIN INVESTORS | |||
| BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC | |||
| By: Bain Capital Investors, LLC | |||
| its administrative member | |||
| By: | /s/ Joshua Bekenstein | ||
| Name: | Joshua Bekenstein | ||
| Title: | Authorized Signatory | ||
| BCIP TCV, LLC | |||
| By: Boylston Coinvestors, LLC | |||
| its administrative member | |||
| By: | /s/ Joshua Bekenstein | ||
| Name: | Joshua Bekenstein | ||
| Title: | Authorized Signatory | ||
[Signature Page to Waiver Letter]
Cover |
Oct. 11, 2019 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 11, 2019 |
| Entity File Number | 001-36501 |
| Entity Registrant Name | MICHAELS COMPANIES, INC. |
| Entity Central Index Key | 0001593936 |
| Entity Tax Identification Number | 37-1737959 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 8000 Bent Branch Drive |
| Entity Address, City or Town | Irving |
| Entity Address, State or Province | TX |
| 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 |