CLAIRE’S STORES, INC.
CLSIP LLC
CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED


Offer to Exchange
Claire’s Stores, Inc.’s
8.875% Senior Secured Second Lien Notes due 2019
7.750% Senior Notes due 2020
10.500% Senior Subordinated Notes due 2017
for
Senior Secured Term Loans of Claire’s Stores, Inc., Senior Secured Term Loans of CLSIP LLC and Senior Term Loans of Claire’s (Gibraltar) Holdings Limited

To the beneficial owners or duly authorized representative acting on behalf of the beneficial owners of the following securities of Claire’s Stores, Inc.:

SERIES

CUSIP

ISIN

 

8.875% Senior Secured Second Lien Notes
due 2019 (the “Second Lien Notes”)

179584AL1

US179584AL19

7.750% Senior Notes due 2020
(the “Unsecured Notes”)

179584AQ0 (144A)

U17926AH6 (Reg. S)

US179584AQ06

10.500% Senior Subordinated Notes
due 2017 (the “Subordinated Notes”)

179584AJ6

US179584AJ62

 


Claire’s Stores, Inc. (“Claire’s Stores”), CLSIP LLC (“CLSIP”) and Claire’s (Gibraltar) Holdings Limited (“Claire’s Gibraltar” and together with Claire’s Stores and CLSIP, the “Offerors”) are considering undertaking a transaction with respect to Claire’s Stores’ issued and outstanding (i) 8.875% Senior Secured Second Lien Notes due 2019 (the “Second Lien Notes”), (ii) 7.750% Senior Notes due 2020 (the “Unsecured Notes”) and (iii) 10.500% Senior Subordinated Notes due 2017, except for Subordinated Notes held by Claire’s Inc., the corporate parent of Claire’s Stores (the “Subordinated Notes,” and together with the Second Lien Notes and the Unsecured Notes, the “Notes”). If you are an Eligible Holder, as defined below, or a representative acting on behalf of one or more Eligible Holders, of any Notes, please click “I am an Eligible Holder” and “Continue” to complete the Eligibility Letter. If you are not an Eligible Holder, we request that you take no action at this time.

Only Eligible Holders are permitted to participate in the transaction the Offerors are considering undertaking with respect to the Notes.

The Exchange Offer is being made, and the Term Loans are being made available pursuant to the Exchange Offer, only to banks, institutional lenders and other institutions that meet the financial and other requirements specified in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) for an “accredited investor” and were not formed for the specific purpose of participating in the Exchange Offer (collectively, “Eligible Holders”).

If you do not submit a valid Eligibility Letter, you will not be entitled to receive any documents or materials relating to the transaction the Offerors are considering undertaking with respect to the Notes.

You may direct any questions to D.F. King & Co., Inc. Bank and brokers call: 212-269-5550. All others call toll free: (877) 478-5044.

I am an "Eligible Holder"

I am not an "Eligible Holder"

 


DEFINITIONS

An Eligible Holder means any bank, institutional lender and other institution that meets any of the financial and other requirements set out below and that was not formed for the specific purpose of participating in the Exchange Offer:

(1)       Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2)       Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(3)       Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership with total assets in excess of $5,000,000; or

(4)       Any trust, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.