--- schema_version: "secwatch.filing_event.v1" accession: "0000950142-24-000046" form_type: "8-K" ticker: null cik: "0000897429" company_name: "CHICO'S FAS, INC." filed_at: "2024-01-05T23:59:59+00:00" generated_at: "2026-06-07T03:43:19.695754+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Sycamore Partners completes acquisition of Chico's FAS for $7.60/share, ~$1B ## Summary - All-cash deal valued at ~$1B; shareholders received $7.60 per share. - Shares ceased trading and delisted from NYSE; deregistration filing planned. - All pre-merger directors resigned; Stefan Kaluzny and Dary Kopelioff appointed. - Deferred Compensation Plan terminated; execs Oliver ($6,324) and Gwinner ($8,650) to receive distributions. - Merger financed with equity and borrowings under Term Loan & ABL credit agreements. ## SEC filing metadata - accession: 0000950142-24-000046 - form_type: 8-K - cik: 0000897429 - company_name: CHICO'S FAS, INC. - filed_at: 2024-01-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/eh240435596_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950142-24-000046 - JSON: https://secwatch.observer/filing/0000950142-24-000046.json - Plain text: https://secwatch.observer/filing/0000950142-24-000046.txt ## Key facts - Executive change Stefan Kaluzny was appointed as Director at CHICO'S FAS, INC.. - Action: appointed - Role: Director source text: Effective as of the consummation of the Merger, all of the members of the Board of Directors of the Company, immediately prior to consummation of the Merger, resigned as directors of the Company, and Stefan Kaluzny and Dary Kopelioff were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm - Executive change Dary Kopelioff was appointed as Director at CHICO'S FAS, INC.. - Action: appointed - Role: Director source text: Effective as of the consummation of the Merger, all of the members of the Board of Directors of the Company, immediately prior to consummation of the Merger, resigned as directors of the Company, and Stefan Kaluzny and Dary Kopelioff were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm - Governance Changes CHICO'S FAS, INC.: Adopted Merger Sub's bylaws as the bylaws of the Company. - Change: bylaw amendment source text: In addition, at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Bylaws, as in effect immediately prior to the Effective Time, became the bylaws of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm - Governance Changes CHICO'S FAS, INC.: Amended and restated the articles of incorporation in their entirety to the Second Amended and Restated Articles of Incorporation. - Change: charter amendment source text: Pursuant to the Merger Agreement, at the Effective Time, the Restated Articles of Incorporation of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the Second Amended and Restated Articles of Incorporation, as set forth in an exhibit to the Merger Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm - M&A Transactions CHICO'S FAS, INC. underwent a change of control involving Daphne Parent LLC and Daphne Merger Sub, Inc. for $7.60 per share in cash (closed 2024-01-05). - Action: change of control - Counterparty: Daphne Parent LLC and Daphne Merger Sub, Inc. - Consideration: $7.60 per share in cash - Closing: 2024-01-05 source text: to Company RSAs (as defined below)) outstanding immediately prior to the Effective Time was cancelled and extinguished and automatically converted into the right to receive $7.60 per share in cash, without interest (“Per Share Price”), and (ii) each Owned Company Share was cancelled and extinguished without any conversion thereof or consideration paid evidence_url: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm - Material Agreements CHICO'S FAS, INC. amended ABL Credit Agreement (effective 2024-01-05). - Action: amendment - Agreement: credit facility - Effective: 2024-01-05 source text: and (ii) the ABL Credit Agreement, dated as of July 28, 2023 (as amended by Amendment No. 1 to the ABL Credit Agreement, dated as of December 12, 2023 (“ABL Credit Agreement”)), by and among Borrower, Holdings, Bank of America, N.A. (as administrative agent and collateral agent), and the lenders party thereto evidence_url: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm - Material Agreements CHICO'S FAS, INC. amended Term Loan Credit Agreement (effective 2024-01-05). - Action: amendment - Agreement: credit facility - Effective: 2024-01-05 source text: the Buyer Parties, the Company, and certain material domestic subsidiaries of the Company were joined as guarantors to (i) the Term Loan Credit Agreement, dated as of July 28, 2023 (as amended by Amendment No. 1 to the Term Loan Credit Agreement, dated as of December 8, 2023 (“Term Loan Credit Agreement”)), by and among Knitwell Borrower LLC, a Delaware limited liability company (“Borrower”), Knitwell Guarantor LLC, a Delaware limited liability company (“Holdings”), HPS Investment Partners, LLC (as administrative agent and collateral agent), and the lenders party thereto evidence_url: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm - Material Agreements CHICO'S FAS, INC. terminated Credit Agreement, dated as of August 2, 2018 with Wells Fargo Bank, National Association (as agent, letter of credit issuer, and swing line lender), and each lender party thereto (effective 2024-01-05). - Action: termination - Agreement: credit facility - Counterparty: Wells Fargo Bank, National Association (as agent, letter of credit issuer, and swing line lender), and each lender party thereto - Effective: 2024-01-05 source text: Concurrently with the closing of the Merger, the Company repaid all loans and terminated all credit commitments outstanding under the Credit Agreement, dated as of August 2, 2018 (as amended by Amendment No. 1 to the Credit Agreement, dated as of October 30, 2020 and Amendment No. 2 to the Credit Agreement, dated as of February 2, 2022), by and among the Company, certain material domestic subsidiaries of the Company (as co-borrowers and guarantors), Wells Fargo Bank, National Association (as agent, letter of credit issuer, and swing line lender), and each lender party thereto evidence_url: https://www.sec.gov/Archives/edgar/data/897429/000095014224000046/0000950142-24-000046-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.