Exhibit 10.1

 

October 11, 2019

 

The Michaels Companies, Inc.

8000 Bent Branch Drive

Irving, Texas 75063

 

Ladies and Gentlemen:

 

Reference is made to the Investor Agreement, dated as of June 26, 2014 (the “Investor Agreement”), by and among The Michaels Companies, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), and each Person that executed the Investor Agreement and is listed as an “Investor” on the signature pages thereto. Capitalized or other terms used herein and not defined herein but defined in the Investor Agreement shall have the meanings ascribed to them in the Investor Agreement.

 

The undersigned Blackstone Investors hereby irrevocably waive their rights pursuant to Sections 2.1 and 2.2 of the Investor Agreement to nominate and/or designate persons to the Board.

 

The undersigned Blackstone Investors hereby further agree that, with respect to all Common Stock collectively held by them in excess of 9.99% of the outstanding Common Stock of the Company at the time in question (such shares, “Excess Shares”), the undersigned Blackstone Investors shall vote or cause to be voted at all meetings of the stockholders of the Company, or vote, consent or approve in any other circumstances, upon which such vote, consent or other approval (including a written consent) is sought or obtained by or from the stockholders of the Company, all Excess Shares in the same manner (including by voting “for” or “against,” abstaining or withholding votes) as, and in the same proportion to, the votes cast “for” or “against,” and abstentions or vote withholdings made, in respect of all Common Stock held by holders of Common Stock (other than the Common Stock held by the undersigned Blackstone Investors).

 

[Remainder of this page intentionally left blank.]

 

 

 

 

  Very truly yours,
   
  BLACKSTONE CAPITAL PARTNERS V, L.P.
   
  By: Blackstone Management Associates V L.L.C., its General Partner
   
   
  By: /s/ Peter Wallace
    Name: Peter Wallace
    Title: Senior Managing Director
       
     
  BCP V-S L.P.
   
  By: Blackstone Management Associates V L.L.C., its General Partner
   
   
  By: /s/ Peter Wallace
    Name: Peter Wallace
    Title: Senior Managing Director
       
       
  BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P.
   
  By: Blackstone Management Associates V L.L.C., its General Partner
   
   
  By: /s/ Peter Wallace
    Name: Peter Wallace
    Title: Senior Managing Director
       
       
  Blackstone Family Investment Partnership V - SMD L.P.
   
  By: Blackstone Management Associates V L.L.C., its General Partner
   
   
  By: /s/ Peter Wallace
    Name: Peter Wallace
    Title: Senior Managing Director

 

[Signature Page to Waiver Letter]

 

 

 

 

  BLACKSTONE PARTICIPATION PARTNERSHIP V L.P.
   
  By: Blackstone Management Associates V L.L.C., its General Partner
   
   
  By: /s/ Peter Wallace
    Name: Peter Wallace
    Title: Senior Managing Director
       
       
  BCP CO-INVESTORS L.P.
   
  By: Blackstone Management Associates V L.L.C., its General Partner
   
   
  By: /s/ Peter Wallace
    Name: Peter Wallace
    Title: Senior Managing Director

 

 

ACKNOWLEDGED AND AGREED:  
   
THE MICHAELS COMPANIES, INC.  
   
   
By: /s/ Navin Rao    
Name: Navin Rao  
Title: Vice President and Secretary  
   
   
THE MAJORITY BAIN INVESTORS  
   
BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC  
By: Bain Capital Investors, LLC  
its administrative member  
   
   
By: /s/ Joshua Bekenstein    
Name: Joshua Bekenstein  
Title: Authorized Signatory  
     
BCIP TCV, LLC  
By: Boylston Coinvestors, LLC  
its administrative member  
   
   
By: /s/ Joshua Bekenstein    
Name: Joshua Bekenstein  
Title: Authorized Signatory  

 

[Signature Page to Waiver Letter]