Michaels Stores Prices $800 Mln Senior PIK Notes

Michaels Stores has priced an offering of $800 million of senior PIK toggle notes due 2018. Michaels plans to use net proceeds to fund a cash dividend to its equity and equity-award holders, and to pay related fees and expenses. Irving, Texas-based Michaels, a specialty retailer of arts, crafts, is a Blackstone portfolio company.


IRVING, Texas, July 24, 2013 /PRNewswire/ — Michaels Stores, Inc. (the “Company”) announced today that its indirect parent company, Michaels FinCo Holdings, LLC (“Michaels FinCo”), along with a co-issuer, Michaels Finco, Inc. (collectively, “the issuers”), has priced an offering of $800 million aggregate principal amount of 7.50% / 8.25%  senior PIK toggle notes due 2018 (the “Notes”). The Notes were offered and will be sold in a private placement to qualified institutional buyers in the United Statespursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The offering is expected to close onJuly 29, 2013, subject to customary closing conditions.


Interest will be payable semi-annually at a rate of 7.50% per year with respect to cash interest and  8.25% per year with respect to PIK interest. The Notes will mature on August 1, 2018.

Michaels FinCo intends to use the net proceeds from this offering to distribute cash to its parent company to fund a cash dividend, distribution or other payment to its equity and equity-award holders, and to pay related fees and expenses.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The Notes to be offered have not been, and will not be, registered under the Securities Act of 1933 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 of 1933.

Irving, Texas-based Michaels Stores, Inc. is North America’s largest specialty retailer of arts, crafts, framing, floral, wall décor and seasonal merchandise for the hobbyist and do-it-yourself home decorator. As of July 6, 2013, the Company owns and operates 1,117 Michaels stores in 49 states and Canada and 122 Aaron Brothers stores, and produces 11 exclusive private brands including Recollections®, Studio Decor®, Bead Landing®, Creatology®, Ashland®, Celebrate It®, Art Minds®, Artist’s Loft®, Craft Smart®,  Loops & Threads® and Imagin8®. For more information visit www.michaels.com or www.facebook.com/Michaelsor follow Michaels on Twitter and Pinterest @MichaelsStores.

This news release may contain forward-looking statements, including those relating to completion of the  offering by the issuers and the proposed use of proceeds. Important factors that could cause actual results to differ materially from our expectations include, without limitation: the satisfaction of customary closing conditions relating to the offering; capital market risks; and the impact of general economic or industry conditions. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Other risks and uncertainties are more fully described in our filings with the Securities and Exchange Commission. We intend these forward-looking statements to speak only as of the time of this release and do not undertake to update or revise them as more information becomes available.