Macy’s, Inc. (NYSE:M) today announced the early results of the
previously announced tender offer (the “Tender Offer”) of its
wholly owned subsidiary, Macy’s Retail Holdings, Inc. (the
“Company”), to purchase up to $400 million in aggregate principal
amount (the “Maximum Tender Offer Amount”) of the outstanding debt
securities identified in the table below (collectively, the
“Notes”).
As of 5 p.m., New York City time, on Dec. 8, 2017 (the “Early
Tender Date”), approximately $1.03 billion aggregate principal
amount of Notes were validly tendered and not validly withdrawn.
The table below identifies the principal amount of each series of
Notes validly tendered and not validly withdrawn and the principal
amount the Company has accepted for purchase:
Principal Amount
Principal Acceptance Outstanding
Principal Amount Final CUSIP
Priority Prior to the Amount Accepted
for Proration Title of Security Number
Level Tender Offer Tendered (1)
Purchase Factor (2) 8.75% Senior Debentures due 2029
577778BL6 1 $61,164,000 $43,013,000 $43,013,000 100% 7.875% Senior
Debentures due 2030 577778BK8 2 $18,256,000 $6,063,000 $6,063,000
100% 6.7% Senior Debentures due 2034 577778CE1 3 $372,200,000
$108,367,000 $108,367,000 100% 6.9% Senior Debentures due 2032
577778BQ5 4 $178,500,000 $146,498,000 $146,498,000 100% 6.375%
Senior Notes due 2037 314275AC2 5 $365,140,000 $197,909,000
$96,054,000 48.5% 7.0% Senior Debentures due 2028 55616XAC1 6
$298,000,000 $171,869,000 $0 0% 6.9% Senior Debentures due 2029
31410HAQ4 7 $396,150,000 $267,289,000 $0 0% 6.79% Senior Debentures
due 2027 55616XAB3 8 $165,442,000 $61,266,000 $0 0% 6.7% Senior
Debentures due 2028 577778BH5 9 $197,000,000 $18,864,000 $0 0% 7.6%
Senior Debentures due 2025 577778AZ6 10 $24,265,000 $3,865,000 $0
0% 10.25% Senior Debentures due 2021 577778AR4 11 $33,370,000
$4,265,000 $0 0%
(1) As of the Early Tender Date.(2) The final proration factor
has been rounded to the nearest tenth of a percentage point for
presentation purposes.
The amount of each series of Notes accepted for purchase was
determined pursuant to the terms and conditions of the Tender Offer
as set forth in the Offer to Purchase dated Nov. 27, 2017 (the
“Offer to Purchase”) and the related Letter of Transmittal dated
Nov. 27, 2017 (the “Letter of Transmittal”).
Notes not accepted for purchase will be promptly credited to the
account of the registered holder of such Notes with The Depository
Trust Company and otherwise returned in accordance with the Offer
to Purchase and the Letter of Transmittal.
Holders of Notes validly tendered and not validly withdrawn on
or before the Early Tender Date and accepted for purchase will be
eligible to receive the applicable Total Tender Offer Consideration
(as defined in the Offer to Purchase), which includes an early
tender premium of $30 per $1,000 principal amount of Notes. The
applicable Total Tender Offer Consideration will be determined by
reference to a fixed spread specified for such series of Notes over
the yield based on the bid-side price of the applicable U.S.
Treasury Security, as described in the Offer to Purchase. The Total
Tender Offer Consideration will be calculated by the Dealer
Managers (identified below) for the Tender Offer at 11 a.m., New
York City time, today, Dec. 11, 2017. All payments for Notes
purchased in connection with the Early Tender Date will also
include accrued and unpaid interest on the principal amount of
Notes tendered and accepted for purchase from the last interest
payment date applicable to the relevant series of Notes up to, but
not including, the early settlement date, which is currently
expected to be Dec. 12, 2017. In accordance with the terms of the
Tender Offer, the withdrawal deadline was 5 p.m., New York City
time, on Dec. 8, 2017. As a result, tendered Notes may no longer be
withdrawn, except in certain limited circumstances where additional
withdrawal rights are required by law (as determined by the
Company).
Although the Tender Offer is scheduled to expire at 11:59 p.m.,
New York City time, on Dec. 22, 2017, because holders of Notes
subject to the Tender Offer validly tendered and did not validly
withdraw Notes on or before the Early Tender Date in an amount that
exceeds the Maximum Tender Offer Amount, the Company does not
expect to accept for purchase any tenders of Notes after the Early
Tender Date.
BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC are the
Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is
the Tender Agent and Information Agent. Persons with questions
regarding the Tender Offer should contact BofA Merrill Lynch at
(toll-free) (888) 292-0070, Credit Suisse Securities (USA) LLC at
(toll-free) (800) 820-1653, J.P. Morgan Securities LLC at
(toll-free) (866) 834-4666 and Wells Fargo Securities, LLC at
(toll-free) (866) 309-6316. Requests for copies of the Offer to
Purchase, Letter of Transmittal and related materials should be
directed to D.F. King & Co., Inc. at (212) 269-5550,
(toll-free) (866) 406-2284 or macys@dfking.com. Questions regarding
the tendering of Notes may be directed to D.F. King & Co., Inc.
at (toll-free) (866) 406-2284.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The Tender Offer is
made only by the Offer to Purchase and the information in this
press release is qualified by reference to the Offer to Purchase
and related Letter of Transmittal. None of Macy’s or its
affiliates, their respective boards of directors, the Dealer
Managers, the Tender Agent and Information Agent or the trustees
with respect to any Notes is making any recommendation as to
whether holders should tender any Notes in response to the Tender
Offer, and neither Macy’s nor any such other person has authorized
any person to make any such recommendation. Holders must make their
own decision as to whether to tender any of their Notes, and, if
so, the principal amount of Notes to tender.
Macy’s, Inc., is one of the nation’s premier retailers. With
fiscal 2016 sales of $25.778 billion and approximately 140,000
employees, the company operates more than 700 department stores
under the nameplates Macy’s and Bloomingdale’s, and approximately
160 specialty stores that include Bloomingdale’s The Outlet,
Bluemercury and Macy’s Backstage. Macy’s, Inc. operates stores in
45 states, the District of Columbia, Guam and Puerto Rico, as well
as macys.com, bloomingdales.com and bluemercury.com. Bloomingdale’s
stores in Dubai and Kuwait are operated by Al Tayer Group LLC under
license agreements. Macy’s, Inc. has corporate offices in
Cincinnati, Ohio, and New York, New York.
All statements in this press release that are not statements of
historical fact are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
statements are based upon the current beliefs and expectations of
Macy’s management and are subject to significant risks and
uncertainties. Actual results could differ materially from those
expressed in or implied by the forward-looking statements contained
in this release because of a variety of factors, including
conditions to, or changes in the timing of, proposed transactions,
changes in the conditions of the securities markets, particularly
the markets for debt securities, and other factors identified in
documents filed by Macy’s with the Securities and Exchange
Commission.
(NOTE: Additional information on Macy’s, Inc., including past
press releases, is available at www.macysinc.com/pressroom).
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171211005568/en/
Macy’s, Inc.MediaRadina Russell,
646-429-7358media@macys.comorInvestorsMonica Koehler,
513-579-7780investors@macys.com
Macys (NYSE:M)
Historical Stock Chart
From Apr 2024 to May 2024
Macys (NYSE:M)
Historical Stock Chart
From May 2023 to May 2024