Redeemable Preferred Shares

3 Months Ended

Apr. 30, 2022

Redeemable preferred shares

On October 5, 2016, the Company issued 625,000 shares of Series A Redeemable Convertible Preference Shares (“Preferred Shares”) to certain affiliates of Leonard Green & Partners, L.P., for an aggregate purchase price of $625.0 million, or $1,000 per share (the “Stated Value”) pursuant to the investment agreement dated August 24, 2016. Preferred shareholders are entitled to a cumulative dividend at the rate of 5% per annum, payable quarterly in arrears either in cash or by increasing the stated value of the Preferred Shares. The Company has declared all Preferred Share dividends in Fiscal 2022 and Fiscal 2023 payable in cash. Refer to Note 7 for additional discussion of the Company’s dividends on Preferred Shares.


(in millions, except conversion rate and conversion price)	April 30, 2022		January 29, 2022		May 1, 2021
Conversion rate	12.2297		12.2297		12.2297
Conversion price	$	81.7682	$	81.7682	$	81.7682
Potential impact of preferred shares if-converted to common shares	8.0		8.0		8.0
Liquidation preference (1)	$	665.0	$	665.1	$	665.0

(1) Includes the stated value of the Preferred Shares plus any declared but unpaid dividends

In connection with the issuance of the Preferred Shares, the Company incurred direct and incremental expenses of $13.7 million. These direct and incremental expenses originally reduced the Preferred Shares carrying value and will be accreted through retained earnings as a deemed dividend from the date of issuance through the first possible known redemption date in November 2024. Accumulated accretion recorded in the condensed consolidated balance sheets was $9.4 million as of April 30, 2022 (January 29, 2022 and May 1, 2021: $9.0 million and $7.7 million, respectively).

Accretion of $0.4 million was recorded to Preferred Shares in the condensed consolidated balance sheets during the 13 weeks ended April 30, 2022 ($0.4 million for the 13 weeks ended May 1, 2021).