PLANO, Texas (May
8, 2017) -- J. C. Penney Company, Inc. (NYSE: JCP) (the
"Company"), as co-obligor on the Securities (as defined below), and
J. C. Penney Corporation, Inc., a wholly owned subsidiary of the
Company, as issuer of the Securities ("JCP", and together with the
Company, "J. C. Penney"), announced today the commencement of cash
tender offers (collectively, the "Tender Offers" and, each
individually, with respect to a series of Securities, the "Tender
Offer" with respect to such series) by J. C. Penney to purchase up
to $300 million aggregate principal amount (the "Maximum Tender
Amount") of the two outstanding series of securities issued by JCP,
and for which the Company is a co-obligor, described in the table
below (collectively, the "Securities"), except that with respect to
the 5.75% Senior Notes due 2018 (the "2018 Notes"), J. C. Penney is
only offering to purchase up to $75 million principal amount (the
"2018 Tender Cap"):
Title of Security
|
CUSIP Number
|
Principal Amount Outstanding
|
Tender Cap
|
Acceptance Priority Level
|
Base Consideration (1)
|
Early Tender Premium
(1)
|
Total Consideration (1)
|
5.75%
Senior Notes due 2018 |
708130AB5 |
$265,000,000 |
$75,000,000 |
1 |
$1,000.00 |
$30.00 |
$1,030.00 |
8.125% Senior Notes due 2019 |
708160CA2 |
$400,000,000 |
N/A |
2 |
$1,092.50 |
$30.00 |
$1,122.50 |
(1) Per $1,000 principal amount of Securities.
Certain
Information Regarding the Tender Offers
The Tender Offers commenced today
with respect to each of the series of Securities described in the
table above, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated as of May 8, 2017 (the "Offer to
Purchase"), and the accompanying Letter of Transmittal (together,
the "Offer Documents"). The Tender Offers will expire at 11:59
p.m., New York City time, on June 5, 2017, unless J. C. Penney
extends the Tender Offer with respect to either series of
Securities (such date and time, as a Tender Offer with respect to a
series of Securities may be extended, the applicable "Expiration
Date" for such Tender Offer), unless earlier terminated.
Holders of a series of Securities that validly tender, and do not
validly withdraw at or prior to the applicable Withdrawal Deadline
(as defined below), their Securities of such series at or prior to
5:00 p.m., New York City time, on May 19, 2017 (such date and time,
as they may be extended with respect to a series of Securities, the
applicable "Early Tender Date" with respect to such series of
Securities), will be eligible to receive the applicable Total
Consideration for such series of Securities as set forth in the
table above per $1,000 principal amount of such series of
Securities, which is equal to the Base Consideration for such
series of Securities as set forth in the table above plus the
applicable Early Tender Premium for such series of Securities as
set forth in the table above, plus accrued and unpaid interest on
such Securities from the last interest payment date for such series
of Securities up to, but not including, the applicable settlement
date for such series of Securities ("Accrued Interest"). Holders of
Securities that validly tender their Securities after the
applicable Early Tender Date but at or prior to the applicable
Expiration Date, will only be eligible to receive the applicable
Base Consideration for such series of Securities plus Accrued
Interest for such series of Securities. Securities tendered
pursuant to the Tender Offers may be withdrawn at or prior to, but
not after, 5:00 p.m. New York City time, on May 19, 2017 (such date
and time, as they may be extended with respect to a series of
Securities, the applicable "Withdrawal Deadline").
If any Securities are validly
tendered at or prior to the applicable Expiration Date (and not
withdrawn at or prior to the applicable Withdrawal Deadline) and
the aggregate principal amount of such tendered Securities exceeds
the Maximum Tender Amount, the Securities will be purchased,
subject to the 2018 Tender Cap in the case of the 2018 Notes, in
accordance with their respective acceptance priority levels set
forth in the table above (the "Acceptance Priority Levels") (in
numerical priority order, with the highest priority being
designated 1 and the lowest priority being designated 2) on the
terms and subject to the satisfaction or, as applicable, waiver of
the conditions to the Tender Offers, including subject to any prior
purchase of Securities on any Early Settlement Date as described
below, provided that in no event will J. C.
Penney be obligated to purchase (1) an aggregate principal amount
of Securities exceeding the Maximum Tender Amount or (2) an
aggregate principal amount of 2018 Notes exceeding the 2018 Tender
Cap. On the terms and subject to the satisfaction or, as
applicable, waiver of the conditions to the Tender Offers, any
Securities of a series validly tendered in the Tender Offers at or
prior to the applicable Expiration Date (and not withdrawn at or
prior to the applicable Withdrawal Deadline) having a higher
Acceptance Priority Level will be accepted for purchase before any
such validly tendered Securities having a lower Acceptance Priority
Level are accepted for purchase, subject to the Maximum Tender
Amount, the 2018 Tender Cap and any prior purchase of Securities on
any Early Settlement Date as described below. If there are
sufficient remaining funds to purchase some, but not all, of the
Securities of a particular series of Securities based on the
applicable Acceptance Priority Level, the principal amount of such
Securities purchased will be prorated based on the aggregate
principal amount of Securities of that series that have been
validly tendered at or prior to the applicable Expiration Date (and
not withdrawn at or prior to the applicable Withdrawal Deadline),
subject, in the case of the 2018 Notes, to the 2018 Tender Cap,
and, as to all Securities, the Maximum Tender Amount and any prior
purchase of Securities on any Early Settlement Date as described
below.
Securities of a series that are
validly tendered at or prior to the applicable Early Tender Date
(and not withdrawn at or prior to the applicable Withdrawal
Deadline) will have priority over any Securities that are validly
tendered after the applicable Early Tender Date. Accordingly, (1)
if the aggregate principal amount of 2018 Notes validly tendered at
or prior to the Early Tender Date (and not withdrawn at or prior to
the applicable Withdrawal Deadline) equals or exceeds the 2018
Tender Cap, no 2018 Notes validly tendered after the Early Tender
Date will be accepted for purchase, and (2) if the aggregate
principal amount of Securities validly tendered at or prior to the
Early Tender Date (and not withdrawn at or prior to the applicable
Withdrawal Deadline) equals or exceeds the Maximum Tender Amount,
no Securities validly tendered after the Early Tender Date will be
accepted for purchase (even if they are Acceptance Priority Level
1).
J. C. Penney reserves the right,
but is under no obligation, on any day following the Early Tender
Date and prior to the applicable Expiration Date (any such day, an
"Early Settlement Date"), to accept for purchase and payment, or to
purchase and pay for, any Securities validly tendered prior to such
Early Settlement Date (and not withdrawn at or prior to the
applicable Withdrawal Deadline), subject to satisfaction or, as
applicable, waiver of the conditions to the Tender Offers.
Neither of the Tender Offers is
conditioned upon the tender of any minimum principal amount of the
Securities, and the purchase of Securities of either series is not
conditioned upon the purchase of the other series of Securities,
subject to acceptance for purchase by J. C. Penney, upon the terms
and subject to the conditions set forth in the Offer to Purchase,
based on the Acceptance Priority Levels, and subject to proration,
each as more fully described above and in the Offer Documents.
J. C. Penney reserves the right,
subject to applicable law, to (i) waive any and all conditions to
either of the Tender Offers, in whole or with respect to
either series of Securities, (ii) extend the Early Tender Date, the
Withdrawal Deadline or the Expiration Date or terminate or withdraw
either of the Tender Offers, in whole or with respect to either
series of Securities, (iii) increase or decrease the Maximum Tender
Amount, (iv) increase or decrease the 2018 Tender Cap or (v)
otherwise amend either of the Tender Offers, in whole or with
respect to either series of Securities, in any respect.
J. C. Penney's obligation to
accept for purchase and to pay for Securities validly tendered in
the Tender Offers is subject to the satisfaction or, as applicable,
waiver of certain conditions as more fully described in the Offer
to Purchase.
Barclays Capital Inc. is acting as
dealer manager for the Tender Offers. Questions regarding the
Tender Offers may be directed to Barclays Capital Inc. at (800)
438-3242 (toll-free) or (212) 528-7581 (collect).
D.F. King & Co., Inc. is
acting as tender and information agent for the Tender Offers.
Requests for copies of the Offer Documents may be directed to D.F.
King & Co., Inc. at (212) 269-5550 (banks and brokers), (800)
357-9167 (toll-free) or email at jcp@dfking.com.
This press release is for
informational purposes only and does not constitute an offer to
purchase or the solicitation of an offer to sell any Securities.
The Tender Offers are not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. No
recommendation is made as to whether or not holders of Securities
should tender their Securities pursuant to the applicable Tender
Offer. The Tender Offers are being made solely pursuant to the
Offer Documents, which more fully set forth and govern the terms
and conditions of the Tender Offers. The Offer Documents contain
important information and should be read carefully before any
decision is made with respect to the Tender Offers.
Forward-Looking
Statements
This press release may contain
forward-looking statements, which reflect the Company's current
view of future events and financial performance. Words such as
"expect" and similar expressions identify forward-looking
statements, which include, but are not limited to, statements
regarding the Tender Offers, the timing thereof and the conditions
thereto. Forward-looking statements are based only on the Company's
current assumptions and views of future events and financial
performance. They are subject to known and unknown risks and
uncertainties, many of which are outside of the Company's control,
that may cause the Company's actual results to be materially
different from planned or expected results. Those risks and
uncertainties include, but are not limited to, general economic
conditions, including inflation, recession, unemployment levels,
consumer confidence and spending patterns, credit availability and
debt levels, changes in store traffic trends, the cost of goods,
more stringent or costly payment terms and/or the decision by a
significant number of vendors not to sell us merchandise on a
timely basis or at all, trade restrictions, the ability to monetize
non-core assets on acceptable terms, the ability to implement our
strategic plan including our omnichannel initiatives, customer
acceptance of our strategies, our ability to attract, motivate and
retain key executives and other associates, the impact of cost
reduction initiatives, our ability to generate or maintain
liquidity, implementation of new systems and platforms, changes in
tariff, freight and shipping rates, changes in the cost of fuel and
other energy and transportation costs, disruptions and congestion
at ports through which we import goods, increases in wage and
benefit costs, competition and retail industry consolidations,
interest rate fluctuations, dollar and other currency valuations,
the impact of weather conditions, risks associated with war, an act
of terrorism or pandemic, the ability of the federal government to
fund and conduct its operations, a systems failure and/or security
breach that results in the theft, transfer or unauthorized
disclosure of customer, employee or Company information, legal and
regulatory proceedings and the Company's ability to access the debt
or equity markets on favorable terms or at all. There can be no
assurances that the Company will achieve expected results, and
actual results may be materially less than expectations. While the
Company believes that its assumptions are reasonable, the Company
cautions that it is impossible to predict the degree to which any
such factors could cause actual results to differ materially from
predicted results. The Company intends the forward-looking
statements in this press release to speak only as of the date of
this press release and does not undertake to update or revise these
forward-looking statements as more information becomes
available.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: J. C. Penney Company, Inc. via Globenewswire
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