National Vision Holdings, Inc. (NASDAQ: EYE) (“National Vision”)
today announced that it has reached agreement to repurchase
approximately $218 million aggregate principal amount of its 2.50%
Convertible Senior Notes due 2025 (the “2025 Notes” and such
repurchase, the “Repurchase Transactions”) for an aggregate cash
repurchase price of approximately $215 million plus accrued and
unpaid interest on such notes.
National Vision also announced that it has secured commitments
to amend its existing credit agreement (the “Credit Agreement”) to
provide for, among other things, $115 million of incremental term
loans (the “New Term Loans”), which commitments are expected to
close and be funded on August 9, 2024. The New Term Loans will have
the same terms as the existing term loans under the Credit
Agreement and will constitute the same class of loans for all
purposes under the Credit Agreement.
National Vision expects to fund the Repurchase Transactions with
the proceeds of the New Term Loans, together with cash on hand.
Melissa Rasmussen, Chief Financial Officer of National Vision,
said, “We are pleased to be in a position to complete this
opportunistic repurchase of the majority of our remaining 2025
Notes outstanding. We believe the transactions announced today
strengthen our balance sheet as we continue to execute a
disciplined capital allocation plan, and we remain focused on
making prudent decisions that strengthen our foundation for
profitable growth.”
The Repurchase Transactions are expected to close on or about
August 12, 2024. Following the closing of the Repurchase
Transactions, approximately $85 million principal amount of the
2025 Notes will remain outstanding.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor will there be
any offer, solicitation, or sale of any securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
About National Vision Holdings, Inc.
National Vision Holdings, Inc. (NASDAQ: EYE) is one of the
largest optical retail companies in the United States with over
1,200 stores in 38 states and Puerto Rico. With a mission of
helping people by making quality eye care and eyewear more
affordable and accessible, the company operates four retail brands:
America’s Best Contacts & Eyeglasses, Eyeglass World, and Vista
Opticals inside select Fred Meyer stores and on select military
bases, and e-commerce website DiscountContacts.com, offering a
variety of products and services for customers’ eye care needs. For
more information, please visit www.nationalvision.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”) and Section 21E of the Securities
Exchange Act of 1934. These statements include statements related
to our current beliefs and expectations regarding the consummation
of the Repurchase Transactions and the amendment to the Credit
Agreement. You can identify these forward-looking statements by the
use of words such as “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the
negative version of these words or other comparable words. Caution
should be taken not to place undue reliance on any forward-looking
statement as such statements speak only as of the date when made.
We undertake no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by law.
Forward-looking statements are not guarantees and are subject to
various risks and uncertainties, which may cause actual results to
differ materially from those implied in forward-looking statements.
Such factors include, but are not limited to, the termination of
our partnership with Walmart, including the transition period and
other wind down activities, will have an impact on our business,
revenues, profitability and cash flows, which impact could be
material; market volatility, an overall decline in the health of
the economy and other factors impacting consumer spending,
including inflation, uncertainty in financial markets, recessionary
conditions, escalated interest rates, the timing and issuance of
tax refunds, governmental instability, war and natural disasters,
may affect consumer purchases, which could reduce demand for our
products and materially harm our sales, profitability and financial
condition; failure to recruit and retain vision care professionals
for in-store roles or to provide remote care offerings could
adversely affect our business, financial condition and results of
operations; the optical retail industry is highly competitive, and
if we do not compete successfully, our business may be adversely
impacted; if we fail to open and operate new stores in a timely and
cost-effective manner or fail to successfully enter new markets,
our financial performance could be materially and adversely
affected; if the performance of our Host brands declines or we are
unable to maintain or extend our operating relationships with our
Host partners, our business, profitability and cash flows may be
adversely affected and we may be required to incur impairment
charges; we are a low-cost provider and our business model relies
on the low-cost of inputs and factors such as wage rate increases,
inflation, cost increases, increases in the price of raw materials
and energy prices could have a material adverse effect on our
business, financial condition and results of operations; we require
significant capital to fund our expanding business, including
updating our Enterprise Resource Planning (“ERP”) and Customer
Relationship Management (“CRM”), and other technological, systems
and capabilities; our growth strategy could strain our existing
resources and cause the performance of our existing stores to
suffer; our success depends upon our marketing, advertising and
promotional efforts and if we are unable to implement them
successfully or efficiently, or if our competitors are more
effective than we are, we may experience a material adverse effect
on our business, financial condition and results of operations; we
are subject to risks associated with leasing substantial amounts of
space, including future increases in occupancy costs; certain
technological advances, greater availability of, or increased
consumer preferences for, vision correction alternatives to
prescription eyeglasses or contact lenses, or future drug
development for the correction of vision-related problems may
reduce the demand for our products and adversely impact our
business and profitability; if we fail to retain our existing
senior management team or attract qualified new personnel such
failure could have a material adverse effect on our business,
financial condition and results of operations; our profitability
and cash flows may be negatively affected if we are not successful
in managing our inventory balances and inventory shrinkage; our
operating results and inventory levels fluctuate on a seasonal
basis; our e-commerce and omni-channel business faces distinct
risks, and our failure to successfully manage those risks could
have a negative impact on our profitability; we depend on our
distribution centers and/or optical laboratories; we may incur
losses arising from our investments in technological innovators in
the optical retail industry, including artificial intelligence,
which would negatively affect our financial results; ESG issues,
including those related to climate change, could have a material
adverse effect on our business, financial condition and results of
operations; changing climate and weather patterns leading to severe
weather and disasters may cause significant business interruptions
and expenditures; future operational success depends on our ability
to develop, maintain and extend relationships with managed vision
care companies, vision insurance providers and other third-party
payors; we face risks associated with vendors from whom our
products are sourced and are dependent on a limited number of
suppliers; we rely heavily on our information technology systems,
as well as those of our vendors, for our business to effectively
operate and to safeguard confidential information; any significant
failure, inadequacy, interruption or security breach could
adversely affect our business, financial condition and operations;
we rely on third-party coverage and reimbursement, including
government programs, for an increasing portion of our revenues, the
future reduction of which could adversely affect our results of
operations; we are subject to extensive state, local and federal
vision care and healthcare laws and regulations and failure to
adhere to such laws and regulations would adversely affect our
business; we are subject to managed vision care laws and
regulations; we are subject to rapidly changing and increasingly
stringent laws, regulations, contractual obligations, and industry
standards relating to privacy, data security and data protection
which could subject us to liabilities that adversely affect our
business, operations and financial performance; we could be
adversely affected by product liability, product recall or personal
injury issues; failure to comply with laws, regulations and
enforcement activities or changes in statutory, regulatory,
accounting and other legal requirements could potentially impact
our operating and financial results; adverse judgments or
settlements resulting from legal proceedings relating to our
business operations could materially adversely affect our business,
financial condition and results of operations; we may not be able
to adequately protect our intellectual property, which could harm
the value of our brand and adversely affect our business; we have a
significant amount of indebtedness which could adversely affect our
business and financial position, including limiting our business
flexibility and preventing us from meeting our debt obligations; a
change in interest rates may adversely affect our business; our
credit agreement contains restrictions that limit our flexibility
in operating our business; conversion of the 2025 Notes could
dilute the ownership interest of existing stockholders or may
otherwise depress the price of our common stock; and risks related
to owning our common stock, including our ability to comply with
requirements to design and implement and maintain effective
internal controls. Additional information about these and other
factors that could cause National Vision’s results to differ
materially from those described in the forward-looking statements
can be found in filings by National Vision with the Securities and
Exchange Commission (“SEC”), including our latest Annual Report on
Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are
accessible on the SEC’s website at www.sec.gov. These factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
in this release and in our filings with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240808400043/en/
Investor: investor.relations@nationalvision.com
National Vision Holdings, Inc. Tamara Gonzalez
ICR, Inc. Caitlin Churchill
Media: media@nationalvision.com
National Vision Holdings, Inc. Racheal Peters
National Vision (NASDAQ:EYE)
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