Quarterly report pursuant to sections 13 or 15(d)

Subsequent Events

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Subsequent Events
3 Months Ended
May 03, 2014
Subsequent Events  
Subsequent Events

14.  Subsequent Events

 

Acquisition of Jos. A. Bank Clothiers, Inc.

 

As previously announced, on March 11, 2014, we entered into an Agreement and Plan of Merger with Jos. A. Bank Clothiers, Inc. (“Jos. A. Bank”) pursuant to which we will acquire all of the issued and outstanding shares of common stock of Jos. A. Bank for $65.00 per share in cash, or total consideration of approximately $1.8 billion. 

 

Concurrently with the signing of the merger agreement, we entered into a financing commitment letter (the “Commitment Letter”) with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC (collectively, the “Lenders”).  We expect the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate our offer to acquire all of the issued and outstanding shares of common stock of Jos. A. Bank and to refinance certain of our existing indebtedness.  The Commitment Letter provides for (i) $1.1 billion aggregate principal amount of senior secured term B loans, (ii) a $500.0 million asset-based revolving facility of the Company and certain of its subsidiaries and (iii) $600.0 million aggregate principal amount of unsecured bridge loans to the extent $600.0 million in gross proceeds are not raised from the issuance and sale by the Company of senior unsecured notes prior to the effective time of the merger.  The financing commitments of the Lenders are subject to certain conditions set forth in the Commitment Letter.

 

On May 30, 2014, the Federal Trade Commission granted termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for the transaction.  The transaction remains subject to certain conditions set forth in the merger agreement and we expect the transaction to be completed during the second quarter of 2014.

 

Shareholder Rights Plan

 

On May 5, 2014, we entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement (the “Rights Agreement”) dated as of October 10, 2013, with American Stock Transfer & Trust Company LLC.  The Amendment changes the expiration of the rights from September 30, 2014 to May 5, 2014, effectively terminating the Rights Agreement as of that date.  No preferred share purchase rights were exercised under the Rights Agreement as of May 5, 2014.