SIGNET JEWELERS LIMITED (NYSE:SIG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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Company), through its subsidiary Sterling Jewelers Inc.
(Sterling), entered into a Sale and Purchase Agreement
(Purchase Agreement) with Comenity Bank (Comenity).
The Purchase Agreement provides for, among other things, the
purchase by Comenity of a portion of Sterling’s existing credit
card portfolio and the assumption from Sterling of certain
liabilities related to Sterlings credit card portfolio.
a cash amount calculated at the time of closing. The Purchase
Agreement contains customary representations, warranties, and
covenants.
conditions, including receipt of regulatory antitrust approval,
and Comenitys obligation to close is subject to the termination
of the Sterling securitization program (as defined in the
Purchase Agreement). The Purchase Agreement is not subject to any
financing condition.
entered into a Credit Card Program Agreement (Program
Agreement) with an initial term of seven years commencing
upon a launch date specified in the Program A agreement and,
unless terminated by either party, additional renewal terms of
two years. The Program Agreement provides for, among other
things, that Comenity establish a program to issue Sterling
credit cards to be serviced, marketed and promoted in accordance
with the terms therein. The Program A agreement includes a
signing bonus, which may be repayable under certain conditions if
the Program Agreement is terminated.
issuer of private label credit cards or an installment or other
closed end loan product in the United States bearing specified
Company trademarks, including Kay, Jared and specified regional
brands, but excluding Zale, during the term of the agreement. The
existing arrangement for the issuing of Zale credit cards will be
unaffected by the execution of the Program Agreement.
warranties, and covenants. Upon expiration or termination by
either party of the Program Agreement, Sterling retains the
option to purchase, or arrange the purchase by a third party of,
the program assets from Comenity on terms that are no more
onerous to Sterling than those applicable to Comenity under the
Purchase Agreement, or in the case of a purchase by a third
party, on customary terms.
complete description of the Purchase Agreement and the Program
Agreement. It is qualified in its entirety by the full text of
the Purchase Agreement and Program Agreement, which are attached
hereto as Exhibit 10.1 and 10.2 and incorporated herein by
reference.
a Delaware corporation (Genesis) entered into a letter
agreement, which contains both binding and non-binding provisions
(the Letter of Intent). The Letter of Intent provides that
Genesis will become a servicer for Sterlings existing non-prime
accounts receivable, which includes customer servicing and
administrative activities, to a servicing agreement (the
Servicing Agreement) with a term of five years subject to
renewal for successive two year terms.
fee to Genesis that is equal to a servicing fee multiplied by the
number of accounts with a balance at any time during a monthly
period (prorated for partial months). Sterling will also pay a
fee to Genesis, in amounts that are to be negotiated, if the
number of accounts decreases below certain levels.
be subject to customary representations and warranties,
indemnification provisions and termination provisions for cause.
The Letter of Intent also provides that, simultaneous with the
execution of the Servicing Agreement, Sterling and Genesis will
enter into an employee transition agreement and a sublease
agreement, in each case, to agreed upon terms and conditions.
execute a definitive Servicing A agreement by June 15, 2017,
otherwise the Letter of Intent terminates.
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Item 9.01
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Financial Statements and Exhibits
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Report on Form 8-K are listed in the Exhibit Index attached
hereto, which is incorporated herein by reference.
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(d)
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Exhibits
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Exhibit Number
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Description
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10.1*
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Sale and Purchase Agreement, by and among Sterling Jewelers
Inc. and Comenity Bank, dated May 25, 2017 |
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10.2*
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Credit Card Program Agreement, by and among Sterling
Jewelers Inc. and Comenity Bank, dated May 25, 2017 |
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99.1*
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Press Release, dated May 25, 2017
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exhibit, which portions are omitted and filed separately with the
SEC.
About SIGNET JEWELERS LIMITED (NYSE:SIG)
Signet Jewelers Limited is a retailer of diamond jewelry. The Company’s segments include the Sterling Jewelers division; the Zale division, which consists of the Zale Jewelry and Piercing Pagoda segments; the UK Jewelry division, and Other. The Sterling Jewelers division’s stores operate in the United States principally as Kay Jewelers (Kay), Kay Jewelers Outlet, Jared The Galleria Of Jewelry (Jared) and Jared Vault. The Zale division operates jewelry stores (Zale Jewelry) and kiosks (Piercing Pagoda), located primarily in shopping malls across the United States, Canada and Puerto Rico. Zale Jewelry includes the United States store brand, Zales, and the Canadian store brand, Peoples Jewellers. Piercing Pagoda operates through mall-based kiosks. The UK Jewelry division operates stores in the United Kingdom, Republic of Ireland and Channel Islands. The Other segment includes the operations of subsidiaries involved in the purchasing and conversion of rough diamonds to polished stones. SIGNET JEWELERS LIMITED (NYSE:SIG) Recent Trading Information
SIGNET JEWELERS LIMITED (NYSE:SIG) closed its last trading session down -3.85 at 54.53 with 4,381,366 shares trading hands.
