8-K
SIGNET JEWELERS LTD (SIG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2023
SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)
Commission File Number: 1-32349
| Bermuda | Not Applicable |
|---|---|
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
Clarendon House
2 Church Street
Hamilton
HM11
Bermuda
(Address of principal executive offices, including zip code)
(441) 296 5872
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares of $0.18 each | SIG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On April 25, 2023, Signet Jewelers Limited (“Signet” or the “Company”), through its subsidiary Sterling Jewelers Inc. (“Sterling”), entered into a Third Amendment to the Amended and Restated Credit Card Program Agreement (“Sterling Amendment”) with Comenity Bank, which amends the Amended and Restated Credit Card Program Agreement entered into by and between Sterling and Comenity Bank on May 14, 2021 (“Sterling Program Agreement”). In addition, on April 25, 2023, the Company, through its subsidiary Zale Delaware, Inc. (“Zale”), entered into a Third Amendment to the Amended and Restated Private Label Credit Card Program Agreement (“Zale Amendment” and together with the Sterling Amendment, each an “Amendment” and collectively the “Amendments”) with Comenity Capital Bank (“Comenity Capital”), which amends the Amended and Restated Private Label Credit Card Program Agreement entered into by and between Zale and Comenity Capital on May 14, 2021 (“Zale Program Agreement” and together with the Sterling Program Agreement, the “Program Agreements”).
The Amendments, among other matters, extended the terms of the Program Agreements from December 31, 2025 to December 31, 2028, unless terminated earlier by either party pursuant to the applicable Program Agreement and provided for certain changes to the manner in which account terms are determined throughout the term.
This description is a summary and does not purport to be a complete description of the Amendments. It is qualified in its entirety by the full text of the Amendments, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporate into this Item 1.01 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibit |
|---|---|
| 10.1# | Third Amendment to Amended and Restated Credit Card Program Agreement by and between Sterling Jewelers Inc. and Comenity Bank, dated April 25, 2023. |
| 10.2# | Third Amendment to Amended and Restated Private Label Credit Card Program Agreement, by and between Zale Delaware, Inc. and Comenity Capital Bank, dated April 25, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SIGNET JEWELERS LIMITED | |||
|---|---|---|---|
| Date: | May 1, 2023 | By: | /s/ Joan Hilson |
| Name: | Joan Hilson | ||
| Title: | Chief Financial, Strategy & Services Officer |
Document
Exhibit 10.1
REDACTED VERSION
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT CARD PROGRAM AGREEMENT
This Third Amendment to the Amended and Restated Credit Card Program Agreement (“Third Amendment”) is entered into as of April 25, 2023 (“Third Amendment Effective Date”) by and among Sterling Jewelers Inc., a Delaware corporation (the “Company”) and Comenity Bank, a Delaware state-chartered bank (the “Bank”).
R E C I T A L S:
WHEREAS, the Parties entered into the Amended and Restated Credit Card Program Agreement dated as of May 14, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement to (i) extend the Term, (ii) [****], (iii) [****], and (iv) effect certain other changes to the Program, in each case as set forth in this Third Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions; References. Each capitalized term used but not defined in this Third Amendment shall have the meaning assigned to such term in the Agreement. Unless otherwise expressly provided, section references in this Third Amendment are references to sections of the Agreement.
2. Section 1.1; Definitions.
a. Section 1.1 is hereby amended by adding the following definitions in the appropriate alphabetical position:
i. [****]
ii. [****]
iii. [****]
iv. [****]
v. [****]
vi. [****]
vii. [****]
viii. ““Annual Periodic Review Period” means each Fiscal Year.”
ix. [****]
x. [****]
xi. [****]
xii. [****]
xiii. [****]
xiv. [****]
xv. [****]
xvi. [****]
xvii. [****]
xviii. [****]
xix. [****]
xx. [****]
xxi. [****]
xxii. [****]
xxiii. ““High Transaction Value Programs” means the Credit Card programs of all the retailers listed on Schedule 1.1(g), excluding any such High Transaction Value Programs that become a program of the Bank or any of its Affiliates. The Company shall have the right from time to time to add to Schedule 1.1(g) additional Credit Card programs, subject to the Bank’s consent, not to be unreasonably withhold, conditioned or delayed.”
xxiv. [****]
xxv. [****]
xxvi. [****]
xxvii. [****]
xxviii. ““Other Enterprise Programs” means the Credit Card programs of all the retailers listed on Schedule 1.1(h), excluding any such Other Enterprise Programs that is not a program of the Bank as of the Third Amendment Effective Date become a program of the Bank or any of its Affiliates. The Company shall have the right from time to time to add to Schedule 1.1(h) additional Credit Card programs, subject to the Bank’s consent, not to be unreasonably withhold, conditioned or delayed.”
xxix. [****]
xxx. [****]
xxxi. ““Periodic Review Period” means a Quarterly Periodic Review Period or Annual Periodic Review Period, as applicable.”
xxxii. [****]
xxxiii. [****]
xxxiv. ““Quarterly Periodic Review Period” means each of (A) the first Fiscal Quarter of each Fiscal Year, (B) the first and second Fiscal Quarters of each Fiscal Year, and (B) the first, second and third Fiscal Quarters of each Fiscal Year, as applicable.”
xxxv. [****]
xxxvi. [****]
xxxvii. [****]
xxxviii. [****]
xxxix. [****]
xl. [****]
xli. [****]
xlii. ““Third Amendment Effective Date” means April 25, 2023.”
xliii. [****]
xliv. [****]
xlv. [****]
xlvi. [****]
xlvii. [****]
b. Section 1.1 is hereby amended by deleting the definition of the term “Company Channels” and replacing it as follows:
““Company Channels” means (i) all retail establishments, (ii) all websites, (iii) all mail order, catalog and other direct access media (including all mobile media, whether or not accessible through a website), and (iv) all other venues for in-person or e-commerce sales of Goods and Services, in each case as owned, operated, or controlled by the Company or its Affiliates from time to time.”
3. Section 4.7(a); Cardholder Terms; Cardholder Terms. Section 4.7(a) is hereby deleted in its entirety and replaced as follows:
“The terms and conditions of the Accounts as of the Effective Date shall be set forth on Schedule 4.7(a) as it existed as of the Effective Date. [****]
4. Section 4.7(b); Cardholder Terms; Changes. Section 4.7(b) is hereby deleted in its entirety and replaced as follows:
[****]
5. Section 4.7(c); Payment Plans. Section 4.7(c) is hereby amended by adding to the end of such section the following:
[****]
6. Section 9.4; Critical Changes in Applicable Law. Article 9 is hereby amended to add a new Section 9.4 as follows:
[****]
7. Section 16.1; Term. The first sentence of Section 16.1 is hereby deleted and replaced as follows:
“This Agreement shall continue in full force and effect until December 31, 2028 (the “Initial Term”) unless earlier terminated as provided herein.”
8. Section 16.2; Termination by Company Prior to the End of the Initial Term or a Renewal Term.
a. Section 16.2(e) is hereby amended by deleting the word “or” at the end of such section.
b. Section 16.2(f) is hereby amended by deleting the period at the end of such section and replacing such period with “;”.
c. Section 16.2 is hereby amended by adding new subsections (g) & (h) as follows:
[****]
9. Section 19.12; Notices. Bank’s notice addresses set forth in Section 19.12 are hereby deleted and replaced as follows:
“If to Bank: Comenity Bank Delaware Corporate Center One Righter Parkway, Suite 100 Wilmington, DE 19803 Attn: President
With a copy to: Comenity Bank c/o Bread Financial Payments, Inc. P.O. Box 182936 Columbus, OH 43218 Attn: Legal Department”
10. [****]
a. Schedules [****] are hereby deleted in their entirety and replaced with Attachments 1 and 2, respectively, to this Third Amendment.
b. Schedules 1.1(g) and 1.1(h) are hereby added to the Agreement in the forms attached as Attachments 3 and 4, respectively, to this Third Amendment.
11. [****]
12. Schedule 4.7(a); Cardholder Terms. Schedule 4.7(a) is hereby amended by attaching Attachment 5 to this Third Amendment as Annex 1 to Schedule 4.7(a).
13. Schedule 4.7(c); Payment Plans. Schedule 4.7(c) is hereby deleted in its entirety and replaced with Attachment 6 to this Third Amendment.
14. Schedule 9.1; Company Compensation, Payments to Company and Other Program Funding. The table set forth in Schedule 9.1 is hereby amended by
[****]
15. Governing Law. This Third Amendment shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal law.
16. Counterparts; Effectiveness. This Third Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all such counterparts shall together constitute one and the same instrument. For clarity, any electronic version of an executed counterpart shall be deemed an original. The provisions included in this Third Amendment shall be effective as of the Third Amendment Effective Date.
17. Entire Agreement. As hereby amended, supplemented, and modified by this Third Amendment, the Agreement shall remain in full force and effect.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, each of the Parties have caused this Third Amendment to be duly executed as of the Third Amendment Effective Date.
COMENITY BANK STERLING JEWELERS INC.
By: /s/ Baron Schlachter By: /s/ Joan Hilson
Name: Baron Schlachter Name: Joan Hilson
Title: President Title: Chief Financial Officer
[Signature Page to Third Amendment to A&R Sterling Program Agreement]
Document
Exhibit 10.2
REDACTED VERSION
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
THIRD AMENDMENT TO AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT
This Third Amendment to the Amended and Restated Private Label Credit Card Program Agreement (“Third Amendment”) is entered into as of April 25, 2023 (“Third Amendment Effective Date”) by and among Zale Delaware, Inc. a Delaware corporation (the “Company”) and Comenity Capital Bank, a Utah state-chartered bank (the “Bank”).
R E C I T A L S:
WHEREAS, the Parties entered into the Amended and Restated Credit Card Program Agreement dated as of May 14, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement to (i) extend the Term, (ii) [****], (iii) [****], and (iv) effect certain other changes to the Program, in each case as set forth in this Third Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions; References. Each capitalized term used but not defined in this Third Amendment shall have the meaning assigned to such term in the Agreement. Unless otherwise expressly provided, section references in this Third Amendment are references to sections of the Agreement.
2. Section 1.1; Definitions.
a. Section 1.1 is hereby amended by adding the following definitions in the appropriate alphabetical position:
i. [****]
ii. [****]
iii. [****]
iv. [****]
v. [****]
vi. [****]
vii. [****]
viii. ““Annual Periodic Review Period” means each Fiscal Year.”
ix. [****]
x. [****]
xi. [****]
xii. [****]
xiii. [****]
xiv. [****]
xv. [****]
xvi. [****]
xvii. [****]
xviii. [****]
xix. [****]
xx. [****]
xxi. [****]
xxii. [****]
xxiii. ““High Transaction Value Programs” means the Credit Card programs of all the retailers listed on Schedule 1.1(g), excluding any such High Transaction Value Programs that become a program of the Bank or any of its Affiliates. The Company shall have the right from time to time to add to Schedule 1.1(g) additional Credit Card programs, subject to the Bank’s consent, not to be unreasonably withhold, conditioned or delayed.”
xxiv. [****]
xxv. [****]
xxvi. [****]
xxvii. [****]
xxviii. ““Other Enterprise Programs” means the Credit Card programs of all the retailers listed on Schedule 1.1(h), excluding any such Other Enterprise Programs that is not a program of the Bank as of the Third Amendment Effective Date become a program of the Bank or any of its Affiliates. The Company shall have the right from time to time to add to Schedule 1.1(h) additional Credit Card programs, subject to the Bank’s consent, not to be unreasonably withhold, conditioned or delayed.”
xxix. [****]
xxx. [****]
xxxi. ““Periodic Review Period” means a Quarterly Periodic Review Period or Annual Periodic Review Period, as applicable.”
xxxii. [****]
xxxiii. [****]
xxxiv. ““Quarterly Periodic Review Period” means each of (A) the first Fiscal Quarter of each Fiscal Year, (B) the first and second Fiscal Quarters of each Fiscal Year, and (B) the first, second and third Fiscal Quarters of each Fiscal Year, as applicable.”
xxxv. [****]
xxxvi. [****]
xxxvii. [****]
xxxviii. [****]
xxxix. [****]
xl. [****]
xli. [****]
xlii. ““Third Amendment Effective Date” means April 25, 2023.”
xliii. [****]
xliv. [****]
xlv. [****]
xlvi. [****]
xlvii. [****]
b. Section 1.1 is hereby amended by deleting the definition of the term “Company Channels” and replacing it as follows:
““Company Channels” means (i) all retail establishments, (ii) all websites, (iii) all mail order, catalog and other direct access media (including all mobile media, whether or not accessible through a website), and (iv) all other venues for in-person or e-commerce sales of Goods and Services, in each case as owned, operated, or controlled by the Company or its Affiliates from time to time.”
3. Section 4.7(a); Cardholder Terms; Cardholder Terms. Section 4.7(a) is hereby deleted in its entirety and replaced as follows:
“The terms and conditions of the Accounts as of the Effective Date shall be set forth on Schedule 4.7(a) as it existed as of the Effective Date. [****]
4. Section 4.7(b); Cardholder Terms; Changes. Section 4.7(b) is hereby deleted in its entirety and replaced as follows:
[****]
5. Section 4.7(c); Payment Plans. Section 4.7(c) is hereby amended by adding to the end of such section the following:
[****]
6. Section 9.6; Critical Changes in Applicable Law. Article 9 is hereby amended to add a new Section 9.6 as follows:
[****]
7. Section 16.1; Term. The first sentence of Section 16.1 is hereby deleted and replaced as follows:
“This Agreement shall continue in full force and effect until December 31, 2028 (the “Initial Term”) unless earlier terminated as provided herein.”
8. Section 16.2; Termination by Company Prior to the End of the Initial Term or a Renewal Term.
a. Section 16.2(e) is hereby amended by deleting the word “or” at the end of such section.
b. Section 16.2(f) is hereby amended by deleting the period at the end of such section and replacing such period with “;”.
c. Section 16.2 is hereby amended by adding new subsections (g) & (h) as follows:
[****]
9. [****]
a. Schedules [****] are hereby deleted in their entirety and replaced with Attachments 1 and 2, respectively, to this Third Amendment.
b. Schedules 1.1(g) and 1.1(h) are hereby added to the Agreement in the forms attached as Attachments 3 and 4, respectively, to this Third Amendment.
10. [****]
11. Schedule 4.7(a); Cardholder Terms. Schedule 4.7(a) is hereby amended by attaching Attachment 5 to this Third Amendment as Annex 1 to Schedule 4.7(a).
12. Schedule 4.7(c); Payment Plans. Schedule 4.7(c) is hereby deleted in its entirety and replaced with Attachment 6 to this Third Amendment.
13. Schedule 9.1; Company Compensation, Payments to Company and Other Program Funding. The table set forth in Schedule 9.1 is hereby amended by
[****]
14. Governing Law. This Third Amendment shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal law. By way of clarification, the Parties recognize and agree that the Program itself, including all matters related to the Accounts, the Credit Card Agreements, and Account Documentation, to the extent related to the relationship between Cardholders and the Bank, shall be governed by the laws of the State of Utah.
15. Counterparts; Effectiveness. This Third Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all such counterparts shall together constitute one and the same instrument. For clarity, any electronic version of an executed counterpart shall be deemed an original. The provisions included in this Third Amendment shall be effective as of the Third Amendment Effective Date.
16. Entire Agreement. As hereby amended, supplemented, and modified by this Third Amendment, the Agreement shall remain in full force and effect.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, each of the Parties have caused this Third Amendment to be duly executed as of the Third Amendment Effective Date.
COMENITY CAPITAL BANK ZALE DELAWARE, INC.
By: /s/ Bruce Bowman By: /s/ Joan Hilson
Name: Bruce Bowman Name: Joan Hilson
Title: President Title: Chief Financial Officer
[Signature Page to Third Amendment to A&R Zale Program Agreement]