Designer Brands (DBI) SC TO-I/AIssuer tender offer statement (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

DESIGNER BRANDS INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, no par value

(Title of Class of Securities)

250565108

(CUSIP Number of Class of Securities)

Designer Brands Inc.

Attention: Michelle Krall, Esq.

Chief Legal Officer and Corporate Secretary

Designer Brands Inc.

810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Erin E. Martin, Esq.

Celia A. Soehner, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

(212) 309-6000

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

Introductory Statement

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Designer Brands Inc., an Ohio corporation (“DBI” or the “Company”), on June 8, 2023 (the “Schedule TO”) in connection with the offer by the Company to purchase for cash up to $100,000,000 in value of shares of its Class A Common Shares, without par value (the “Shares”).

The Company’s tender offer (the “Offer”) is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 8, 2023, and previously filed as Exhibit (a)(1)(A) to the Schedule TO (the “Original Offer to Purchase”) as amended and supplemented by this Amendment No. 1 and the Supplement to Offer to Purchase, dated June 23, 2023 and filed herewith as Exhibit (a)(1)(G) (the “Supplement” and, together with the Original Offer to Purchase, the “Offer to Purchase”), and in the related Amended Letter of Transmittal, dated June 23, 2023, a copy of which is filed herewith as Exhibit (a)(1)(H) (the “Amended Letter of Transmittal,” and together with the Offer to Purchase, the “Offer Documents”).

The purpose of this Amendment No. 1 is to amend the Offer as described in the press release filed herewith as Exhibit (a)(7). On June 23, 2023, the Company announced that it has amended its previously announced modified “Dutch auction” tender offer to (i) increase the prince range at which it will purchase the Shares, to a purchase price of not greater than $10.00 nor less than $8.75 per Share, to the seller in cash, less any applicable withholding taxes and without interest and (ii) remove the financing contingency to which the Offer was previously subject. The New York Stock Exchange (“NYSE”) closing price of the Shares on June 22, 2023, the last full trading day preceding the filing of this Amendment No. 1, was $9.37.

This Amendment No. 1 is being filed in accordance with Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as specifically provided herein, the information contained in the Schedule TO and the Original Offer to Purchase and the other documents that constitute part of the Offer remain unchanged. The information contained in the Offer to Purchase and the related Amended Letter of Transmittal is hereby expressly incorporated by reference in response to all items of the Schedule TO, and as more particularly set forth below. Such information amends and supplements the information previously incorporated by reference in the Schedule TO. This Amendment No. 1 should be read in conjunction with the Schedule TO, the Original Offer to Purchase, the Supplement, the Amended Letter of Transmittal and the other documents that constitute part of the Offer, as each may be further amended or supplemented from time to time. Every item in the Schedule TO is automatically updated, to the extent such item incorporates by reference any section of the Offer to Purchase that is amended or supplemented therein. All capitalized terms used but not otherwise defined in this Amendment No. 1 have the meanings ascribed to such terms in the Offer to Purchase.

Items 1 through 11.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented to reflect the amendment of the Original Offer to Purchase and the information in the related Offer Documents as follows:

In addition, the information in the Offer to Purchase and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is being amended and/or supplemented by the Supplement, filed herewith as Exhibit (a)(1)(G), and the related Amended Letter of Transmittal, filed herewith as Exhibit (a)(1)(H), and is incorporated herein by reference.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibits:

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 23, 2023

Exhibit Index