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”.
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”);
