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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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SIGNET JEWELERS LTD (Name of Issuer) |
Common Shares (Title of Class of Securities) |
G81276100 (CUSIP Number) |
Select Equity Group, L.P. Attn: Tracy Thomas, 380 Lafayette Street New York, NY, 10003 (212) 475-8335 Willkie Farr & Gallagher LLP Attn: Michael E. Brandt, 787 Seventh Avenue New York, NY, 10019 (212) 728-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G81276100 |
| 1 |
Name of reporting person
Select Equity Group, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,217,695.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Beneficial ownership based on 43,491,397 Common Shares outstanding as of November 29, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 5, 2024.
SCHEDULE 13D
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| CUSIP No. | G81276100 |
| 1 |
Name of reporting person
George S. Loening | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,217,695.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Beneficial ownership based on 43,491,397 Common Shares outstanding as of November 29, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 5, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
SIGNET JEWELERS LTD | |
| (c) | Address of Issuer's Principal Executive Offices:
Clarendon House, 2 Church Street, Hamilton,
BERMUDA
, HM11. | |
Item 1 Comment:
This Statement on Schedule 13D (this "Schedule 13D") relates to Common Shares, par value $0.18 per share ("Common Shares") of Signet Jewelers Limited (the "Issuer"). | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by Select Equity Group, L.P., a Delaware limited partnership ("Select Equity"), and George S. Loening ("Mr. Loening" and, together with Select Equity, the "Reporting Persons"), pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 99.1 (the "Joint Filing Agreement").
Mr. Loening is the majority owner of Select Equity and managing member of Select Equity GP, LLC, a Delaware limited liability company ("Select Equity GP"), the general partner of Select Equity. | |
| (b) | The principal business address of the Reporting Persons is 380 Lafayette Street, New York, New York 10003. | |
| (c) | The principal business of Select Equity is to serve as investment adviser to funds and managed accounts. Mr. Loening is a portfolio manager and principal of Select Equity, and the managing member of Select Equity GP. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Select Equity is organized as a limited partnership under the laws of the State of Delaware. Mr. Loening is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The funds and managed accounts for which Select Equity is the investment adviser expended an aggregate of $152,960,378.45 to acquire the 4,217,695 Common Shares held by them. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons believe that the Common Shares of the Issuer are undervalued, and that the Issuer would be better able to realize value for stockholders by exploring strategic options for the business, including its immediate sale. On February 27, 2025, the Reporting Persons sent a letter to the Board expressing these concerns. That letter is attached hereto as Exhibit 99.2 and is incorporated into this Item 4 by reference.
The Reporting Persons intend to engage in a dialogue with members of the Board and management of the Issuer or other representatives of the Issuer, regarding a variety of matters, including a potential sale transaction and alternatives thereto. The Reporting Persons may also engage in a dialogue and other communications regarding the Issuer with other stockholders of the Issuer, knowledgeable industry or market participants or other persons. Any dialogue or communications with any of the foregoing persons may relate to potential changes of strategy, consideration or discussion regarding one or more transactions to maximize stockholder value (including a sale of the Issuer), and other proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D.
Except as disclosed in this Schedule 13D, none of the Reporting Persons has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, intend to review their investment in the Issuer's Common Shares on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares, conditions in the securities markets, general economic and industry conditions, and the Issuer's response to the Reporting Persons requests made herein, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions and/or other factors. The response under Item 6 below is incorporated into this Item 4 by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | On the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 4,217,695 Common Shares held by Select Equity (such shares, the "Shares"). The Shares represent approximately 9.7% of the Issuer's Common Shares outstanding. Calculations of the percentage of Common Shares beneficially owned assumes 43,491,397 Common Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed on December 5, 2024. | |
| (b) | Each of the Reporting Persons may be deemed to have shared voting and dispositive power over the Shares beneficially owned by Select Equity. | |
| (c) | Exhibit 99.3 hereto sets forth all transactions with respect to the Common Shares effected by the funds and managed accounts for which Select Equity is the investment adviser during the past sixty (60) days. All such transactions were effected in the open market, and per share prices exclude any commissions paid in connection with such transactions. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in Items 3, 4 and 5 is incorporated by reference herein, as applicable.
On February 27, 2025, the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 99.1. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated February 27, 2025, by and between Select Equity Group, L.P. and George S. Loening.
99.2 Letter to Board, dated February 27, 2025.
99.3 Transactions of Common Shares. | ||
| SIGNATURE | |
After reasonable 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.
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