Designer Brands Inc. DBI

expiry = 2023-07-07...to $100 Million of its Class A Common Shares, without par value, at a Cash Purchase Price Not More than $8.00 per Share Nor Less than $7.00 per Share CUSIP: 250565108 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON JULY 7, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). THE OFFER IS SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN CONDITIONS AS SET FORTH UNDER THE HEADING “THE OFFER-CONDITIONS...

expiry = 2023-07-07...lement to Offer to Purchase Dated June 23, 2023 Up to $100 million of Class A Common Shares at a cash Purchase Price not more than $10.00 nor less than $8.75 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON JULY 7, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). This Amended Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”), or a form substantially equivalent hereto,...

expiry = 2023-07-07...ffer to Purchase Dated June 23, 2023 Up to $100 million of its Class A Common Shares at a Cash Purchase Price not more than $10.00 nor less than $8.75 per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON JULY 7, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). THIS INSTRUCTION FORM SHOULD BE COMPLETED, SIGNED AND SENT PROMPTLY IN ORDER TO PERMIT THE DEPOSITARY, AS DEFINED BELOW, TO S...

listed = True...purchased pursuant to the Offer is 12,500,000. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS, INCLUDING THE FINANCING CONDITION. SEE SECTION 7. The Shares are listed and traded on the New York Stock Exchange (“NYSE”) under the trading symbol “DBI”. On June 7, 2023, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $7.21 per Share, which is above the $7.00 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the Offer m...

mechanism = DUTCH...pated proceeds from our proposed new term loan for this purpose is a prudent use of our financial resources. The Offer provides a mechanism for completing a sizeable repurchase of Shares more rapidly than would be possible through open market repurchases. The modified Dutch auction tender offer set forth in this Offer to Purchase provides our Class A shareholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company, if they so elect. The Offer also provides our shareholders with an efficient way to sell their Shares without in...

must_tender_all = True...s has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; • second, after purchasing all Odd Lots that were properly tendered at or below th...

must_tender_all = True...Shares. 3 If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box: ☐ The tendered Shares represent all Shares held by the undersigned. PLEASE SIGN ON THIS PAGE Name(s) of Record Holder(s): (Please Print) Signature(s) Address(es) (Include Zip Code) Area code and telephone number: ☐ If delivery will be by book-entry transfer, check this box. Name of tendering institution: Account num...

must_tender_all = True...s: Shares. If, because of proration, the minimum number of Shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her Shares and checked this box: ☐ The tendered Shares represent all Shares held by the undersigned. As a holder of Class A Common Shares issued pursuant to the exercise of vested stock options or the vesting and settlement of restricted stock units granted under the 2005 DSW Inc. Equity Plan and/or the Designer Brands Inc. 2014 Long-Term Incentive...

price = USD 7.0-8.0...ommonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $7.00 to $8.00 per Share. We will select the single lowest purchase price (in increments of $0.05), not greater than $8.00 nor less than $7.00 per Share, that will allow us to purchase up to $100 million in value of Shares at such pri...

priority = True...If the conditions to the Offer have been satisfied or waived and more than $100 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; •...

threshold = 100...Offer have been satisfied or waived and more than $100 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; •...

threshold = 100...minee that (i) is tendering, on behalf of the beneficial owner(s), Shares with respect to which it is the record holder and (ii) believes, based upon representations made to it by the beneficial owner(s) of such Shares, that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering all such Shares. CONDITIONAL TENDER (See Instruction 12 of the Letter of Transmittal) A shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to the Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described...

threshold = 100...y if Shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 Shares. The undersigned either (check one box): ☐ By checking this box, the undersigned represents that it is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered. In addition, the undersigned is tendering all such Shares either (check one box): ☐ At the purchase price, as the same will be determined by the Company in accordance with the terms of the Offer (persons checking this box should not check any box in the section captioned “Price per Share at which Shares...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d427042dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE BY DESIGNER BRANDS INC. Up to $100 Million of its Class A Common Shares, without par value, at a Cash Purchase Price Not More than $8.00 per Share Nor Less than $7.00 per Share CUSIP: 250565108 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON JULY 7, 2023, UNLESS THE OFFER IS EX...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 4 d476240dex99a1i.htm EX-(A)(1)(I) EX-(a)(1)(I) Exhibit (a)(1)(I) AMENDED NOTICE OF GUARANTEED DELIVERY To Tender Shares of Class A Common Shares of Designer Brands Inc. Pursuant to its Offer to Purchase Dated June 8, 2023 and Supplement to Offer to Purchase Dated June 23, 2023 Up to $100 million of Class A Common Shares at a cash Purchase Price not more than $10.00 nor less than $8.75 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON JULY 7, 2023, UNLESS THE OFFER IS E...

txn_type = TENDER_OFFER...and settlement of restricted stock units granted under the 2005 DSW Inc. Equity Plan and/or the Designer Brands Inc. 2014 Long-Term Incentive Plan (as amended and restated) With Respect to the Offer by DESIGNER BRANDS INC. To Purchase For Cash Pursuant to the Offer to Purchase Dated June 8, 2023 and the Supplement to Offer to Purchase Dated June 23, 2023 Up to $100 million of its Class A Common Shares at a Cash Purchase Price not more than $10.00 nor less than $8.75 per Share THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON JULY 7, 2023, UNLESS...