The Michaels Companies, Inc. [27,777,778] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 24th, 2014 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
The Michaels Companies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [27,777,778] shares of common stock, par value $0.06775 per share, of the Company (“Common Stock”) (the “Underwritten Shares”). In addition, certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, at the option of the Underwriters, up to an additional [4,166,667] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
The Michaels Companies, Inc. 18,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 26th, 2017 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of The Michaels Companies, Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of 18,000,000 shares of common stock, par value $0.067751 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. In the event only one underwriter is listed in Schedule 1 hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule 1.
INDENTURE Dated as of July 29, 2013 Among MICHAELS FINCO HOLDINGS, LLC, MICHAELS FINCO, INC., and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee 7.50%/8.25% Senior PIK Toggle Notes due 2018Indenture • June 16th, 2014 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
INDENTURE, dated as of July 29, 2013, among Michaels FinCo Holdings, LLC, a Delaware limited liability company (the “Company”), Michaels FinCo, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and Law Debenture Trust Company of New York, as Trustee.
The Michaels Companies, Inc. 12,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 14th, 2016 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of The Michaels Companies, Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of 12,000,000 shares of common stock, par value $0.067751 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. In the event only one underwriter is listed in Schedule 1 hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule 1.
The Michaels Companies, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 20th, 2015 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of The Michaels Companies, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.06775 per share, of the Company (“Common Stock”) (the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AGREEMENT AND PLAN OF MERGER dated as of March 2, 2021 among THE MICHAELS COMPANIES, INC., MAGIC ACQUIRECO, INC. and MAGIC MERGECO, INC.Merger Agreement • March 3rd, 2021 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 2, 2021 among The Michaels Companies, Inc., a Delaware corporation (the “Company”), Magic AcquireCo, Inc., a Delaware corporation (“Parent”), and Magic MergeCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
The Michaels Companies, Inc. 12,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 13th, 2015 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders,” which shall include the Selling Stockholders identified on Schedule 1 hereto as Specified Selling Stockholders (each, a “Specified Selling Stockholder”)) of The Michaels Companies, Inc., a Delaware corporation (the “Company”), propose to sell to Goldman, Sachs & Co. (the “Underwriter”), an aggregate of 12,500,000 shares of common stock, par value $0.06775 per share, of the Company (“Common Stock”) (the “Shares”). The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
THE MICHAELS COMPANIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 17th, 2020 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
This agreement (this “Agreement”) evidences the grant of restricted shares of Stock by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, each initially capitalized term used herein has the meaning assigned to such term in the Plan.
8.000% SENIOR NOTES DUE 2027Indenture • July 9th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
INDENTURE, dated as of July 8, 2019, among (a) Michaels Stores, Inc., a Delaware corporation, as the Issuer (as defined herein), (b) certain subsidiaries of the Issuer listed on the signature pages hereto, as Guarantors (as defined herein), and (c) U.S. Bank National Association, a national banking association, organized under the laws of the United States, as Trustee (as defined herein).
Non-statutory Stock Option AgreementNon-Statutory Stock Option Agreement • December 27th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
This agreement (this “Agreement”) evidences a stock option granted by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Optionee”) pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
Amended & Restated Restricted Stock Unit AgreementRestricted Stock Unit Agreement • December 27th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
This amended and restated agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. This agreement was originally entered into as of the date of grant set forth above (the “Date of Grant”) and is amended and restated as of December 26, 2019.
Michaels Stores, Inc. $375,000,000 4.750% Senior Secured Notes due 2027 PURCHASE AGREEMENTPurchase Agreement • September 22nd, 2020 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
Michaels Stores, Inc., a Delaware corporation (the “Issuer”), will issue and sell to the several parties named in Schedule I hereto (each an “Initial Purchaser” and, together, the “Initial Purchasers”) $375,000,000 aggregate principal amount of its 4.750% Senior Secured Notes due 2027 (the “Securities”). The Securities will be issued by the Issuer pursuant to an indenture, to be dated as of October 1, 2020 (the “Indenture”), among the Issuer, Michaels Funding, Inc. (“Holdings”), the other Guarantors (as defined herein), U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Securities will be guaranteed (the “Guarantees”) on a senior secured basis by Holdings and each of the guarantors listed on Annex A-1 hereto (together, the “Guarantors”). Certain other terms used herein are defined in Section 17 hereof.
INDENTURE Dated as of October 1, 2020 amongIndenture • October 2nd, 2020 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
INDENTURE, dated as of October 1, 2020, among Michaels Stores, Inc., a Delaware corporation, as the Issuer (as defined herein), Michaels Funding, Inc., as Holdco (as defined herein), certain subsidiaries of the Issuer listed on the signature pages hereto, as Subsidiary Guarantors (as defined herein), and U.S. Bank National Association, a national banking association, organized under the laws of the United States, as Trustee (as defined herein) and Notes Collateral Agent (as defined herein).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 4th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
MICHAELS STORES, INC., a corporation organized under the laws of the State of Delaware, with its principal executive offices at 8000 Bent Branch Drive, Irving, Texas 75063, for itself and as agent for the Borrowers (in such capacity, the “Lead Borrower”); and
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 3rd, 2021 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of March 2, 2021, by and among Magic AcquireCo, Inc., a Delaware corporation (“Parent”), Magic MergeCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”) of shares of common stock, par value $0.067751 per share (“Company Common Stock”), of The Michaels Companies, Inc., a Delaware corporation (the “Company”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 27, 2016 MICHAELS STORES, INC. as Lead Borrower for THE BORROWERS PARTY HERETO THE FACILITY GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and...Credit Agreement • May 27th, 2016 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
MICHAELS STORES, INC., a corporation organized under the laws of the State of Delaware, with its principal executive offices at 8000 Bent Branch Drive, Irving, Texas 75063, for itself and as agent for the Borrowers (in such capacity, the “Lead Borrower”); and
REGISTRATION RIGHTS AGREEMENT among The Michaels Companies, Inc. and Certain Stockholders of The Michaels Companies, Inc. Dated as of [·][·], 2014Registration Rights Agreement • June 24th, 2014 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
WHEREAS, Michaels Stores, Inc. (“MSI”), Michaels Holdings LLC (the “LLC”) and certain other Persons party thereto previously entered into, or subsequently joined as party thereto, a Registration Rights Agreement, dated as of October 31, 2006 (the “Former Agreement”);
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 2nd, 2020 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2014, the Second Amendment to Amended and Restated Credit Agreement, dated as of September 28, 2016, and effective as of the Subsequent Second Amendment Effective Date, and the Third Amendment to Amended and Restated Credit Agreement, dated as of May 23, 2018, and the Fourth Amendment to Amended and Restated Credit Agreement, dated as of October 1, 2020, this “Agreement”) is entered into as of January 28, 2013, among MICHAELS STORES, INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, each Lender from time to time party hereto, and BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., and WELLS FARGO SECURITIES, LLC, as Co-Documentation Agents.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2014 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
This Indemnification Agreement (“Agreement”) is made and entered into as of this [·] day of [·], 2014, by and among The Michaels Companies, Inc. (the “Company”), a Delaware corporation and [·] (the “Indemnitee”).
Long-Term Cash Incentive Award AgreementLong-Term Cash Incentive Award Agreement • April 14th, 2020 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
This agreement (this “Agreement”) evidences the grant of a long-term cash incentive award by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Grantee”).
February 28, 2019 Mark Cosby Dear Mark:Employment Agreement • February 28th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
We are pleased to confirm the terms and conditions of your employment with Michaels Stores, Inc. (the “Company”), as set forth in this letter agreement (this “Agreement”). This Agreement is made and entered into as of the date hereof, and is effective as of February 28, 2019 (the “Effective Date”).
March 2, 2021 Ashley Buchanan Dear Ashley:Employment Letter Agreement • March 3rd, 2021 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
This letter agreement (this “Agreement”), effective as of the date hereof, amends the employment letter agreement entered into by and between you, Michaels Stores, Inc. (the “Company”) and The Michaels Companies, Inc. (“Parent”) on December 26, 2019 (the “Employment Letter Agreement”) and the Restricted Stock Unit Award Agreement evidencing a grant to you of 795,000 restricted stock units of Parent on January 6, 2020 (the “RSU Award Agreement”) as set forth below.
February 27, 2019 Carl Rubin Dear Chuck:Separation Agreement • February 28th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
As we have discussed, your employment with Michaels Stores, Inc. (the “Company”) and The Michaels Companies, Inc. (“Parent”) is terminating. The purpose of this letter agreement (this “Agreement”) is to confirm the terms concerning your separation from employment. Reference is made to the agreement between you and the Company, dated as of February 13, 2013 (the “Employment Agreement”).
SECOND AMENDMENT TO LETTER AGREEMENTEmployment Letter Agreement • December 27th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
This second amendment (this “Amendment”) amends, effective December 26, 2019, the employment letter agreement entered into by and between Mark Crosby (the “Executive” or “you”), Michaels Stores, Inc. (the “Company”) and The Michaels Companies, Inc. (“Parent”), as previously amended on October 21, 2019, describing the terms and conditions of the Executive’s employment with the Company (the “Letter Agreement”) as set forth below. Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Letter Agreement.
October 11, 2019 The Michaels Companies, Inc.Investor Agreement • October 11th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
SUPPLEMENTAL INDENTURESupplemental Indenture • June 16th, 2014 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
This SUPPLEMENTAL INDENTURE, dated as of June 16, 2014 (the “Supplemental Indenture”), is by and among Michaels Stores, Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto (the “Guarantors” and, collectively with the Issuer, the “Michaels Parties”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • December 6th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive PlanRestricted Stock Unit Agreement • December 7th, 2016 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive PlanRestricted Stock Unit Agreement • December 27th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
This agreement (this “Agreement”) evidences the grant of restricted stock units (the “Restricted Stock Units”) by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.
THE MICHAELS COMPANIES, INC. 2014 OMNIBUS LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (DIRECTORS)Restricted Stock Agreement • June 2nd, 2014 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
This agreement (this “Agreement”) evidences the grant of restricted shares of Stock by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, each initially capitalized term used herein has the meaning assigned to such term in the Plan.
April 9, 2020Employment Agreement • April 14th, 2020 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
We are pleased to confirm the terms and conditions of your continued employment with Michaels Stores, Inc. (the “Company”), as set forth in this letter agreement (this “Agreement”). This Agreement is made and entered into and effective as of the date hereof (the “Effective Date”), subject to approval by the board of directors (the “Board”) of The Michaels Companies, Inc. (“Parent”).
December 26, 2019 Ashley Buchanan Dear Ashley:Employment Agreement • December 27th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
We are pleased to confirm the terms and conditions of your employment with Michaels Stores, Inc. (the “Company”), as set forth in this letter agreement (this “Agreement”). This Agreement is made and entered into and effective as of the date hereof (the “Effective Date”).
ADDENDUM AND AMENDMENT TO SEPARATION LETTERSeparation Agreement • March 22nd, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
This ADDENDUM AND AMENDMENT TO SEPARATION LETTER (this “Addendum”) is made and entered into as of this 20th day of March, 2019 by and between Michaels Stores, Inc. (the “Company”), The Michaels Companies, Inc. (“Parent”), and Carl Rubin (the “Executive” and, collectively with the Company and Parent, the “Parties”). Capitalized terms that are used herein but not defined will have the meanings ascribed to such terms in the separation letter agreement entered into between the parties on February 27, 2019 (the “Separation Letter”).
THE MICHAELS COMPANIES, INC. 2014 OMNIBUS LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 2nd, 2014 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Texas
This agreement (this “Agreement”) evidences the grant of restricted shares of Stock by The Michaels Companies, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, each initially capitalized term used herein has the meaning assigned to such term in the Plan.
AMENDMENT TO LETTER AGREEMENTEmployment Agreement • December 6th, 2019 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
This amendment (this “Amendment”) amends, effective October 21, 2019, the employment letter agreement (the “Letter Agreement”) entered into by and between Mark Cosby (the “Executive” or “you”), Michaels Stores, Inc. (the “Company”) and The Michaels Companies, Inc. (“Parent”) describing the terms and conditions of the Executive’s employment with the Company as set forth below. Capitalized terms not defined in this Amendment have the respective meanings ascribed to them in the Letter Agreement.
