JCPenney Announces Pricing of Upsized Offering of Senior Secured Second Priority Notes
March 08 2018 - 4:15PM
PLANO, Texas
(March 8, 2018) - J. C. Penney Company, Inc. (the "Company")
(NYSE: JCP) announced today that its wholly-owned subsidiary, J. C.
Penney Corporation, Inc. ("JCP", and together with the Company, "J.
C. Penney"), has upsized and priced its private offering of $400
million aggregate principal amount of 8.625% senior secured second
priority notes due 2025 (the "Notes"). The size of the offering
reflects an increase of $50 million from the previously announced
offering size of $350 million. The Notes will be guaranteed on a
secured basis, jointly and severally, by the Company and certain
domestic subsidiaries of JCP that guarantee J. C. Penney's senior
secured term loan facility and existing senior secured notes. The
Notes were priced at 100% of face amount for a yield to maturity of
8.625%. The offering is expected to close on or about March 12,
2018, subject to market and other conditions.
J. C. Penney intends to use the net proceeds from the
offering of the Notes to pay the tender consideration for portions
of its 8.125% senior notes due 2019 and 5.65% senior notes due 2020
(collectively, the "Tender Securities") validly tendered (and not
validly withdrawn) and accepted for purchase in its contemporaneous
tender offers for the Tender Securities, and fees and expenses
associated with the offering of the Notes and the tender offers. If
any or all of the Tender Securities (up to the tender cap for each
series of Tender Securities) are not purchased in the tender
offers, or to the extent J. C. Penney has net proceeds from the
offering remaining after payment of the tender consideration and
fees and expenses associated with the offering of the Notes and the
tender offers, it intends to use the net proceeds from the offering
of the Notes for general corporate purposes, which may include
further retirement of J. C. Penney's existing notes, including
defeasance of any untendered Tender Securities.
The Notes will be offered and sold
only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A and outside the United States to
non-U.S. persons in reliance on Regulation S. The Notes have not
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws and, unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.
This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any Notes. This press release also does not constitute an offer to
purchase or the solicitation of an offer to sell any Tender
Securities, which offers are being made only by means of the offer
to purchase and related documents with respect thereto.
Forward-Looking
Statements
This release may contain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "expect"
and similar expressions identify forward-looking statements, which
include, but are not limited to, statements regarding the offering
and the timing of the closing of the offering and the anticipated
use of proceeds from the offering. 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 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. Please
refer to the Company's most recent Form 10-Q for a further
discussion of risks and uncertainties. Investors should take such
risks into account and should not rely on forward-looking
statements when making investment decisions. Any forward-looking
statement made by us in this press release is based only on
information currently available to us and speaks only as of the
date on which it is made. We do not undertake to update these
forward-looking statements as of any future date.
###
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
J C Penney (NYSE:JCP)
Historical Stock Chart
From Aug 2024 to Sep 2024
J C Penney (NYSE:JCP)
Historical Stock Chart
From Sep 2023 to Sep 2024