Gap Inc. Announces Pricing of Offering of $1.5 Billion of Senior Notes
September 13 2021 - 5:08PM
Business Wire
The Gap, Inc. (NYSE: GPS) (“Gap Inc.”) today announced it priced
an offering (the “Offering”) of $750 million aggregate principal
amount of its 3.625% Senior Notes due 2029 (the “2029 Notes”) and
$750 million aggregate principal amount of its 3.875% Senior Notes
due 2031 (the “2031 Notes” and, together with the 2029 Notes, the
“Notes”), each at an offering price of 100% of the principal amount
thereof. The Notes will be guaranteed on a senior unsecured basis,
jointly and severally, by each of our existing wholly owned
domestic subsidiaries that is a borrower or guarantor under our
existing ABL Credit Agreement. The closing of the offering of the
Notes is expected to occur on or about September 27, 2021, subject
to the satisfaction of customary closing conditions.
We intend to use the net proceeds from the sale of the Notes,
together with cash on hand, to purchase any and all of our
outstanding 8.375% Senior Secured Notes due 2023, 8.625% Senior
Secured Notes due 2025 and 8.875% Senior Secured Notes due 2027
(collectively, the “Existing Secured Notes”) that are accepted for
purchase pursuant to tender offers and consent solicitations
announced by Gap Inc. on September 13, 2021. To the extent that
less than the full amount of Existing Secured Notes is purchased in
the tender offers, we expect to retire any remaining Existing
Secured Notes through one or more tender offers, open market
purchases and/or redemptions.
The Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”) or any
state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. The Notes will be offered and sold to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act and outside the
United States pursuant to Regulation S under the Securities
Act.
This press release is for informational purposes only and shall
not constitute an offer to buy or the solicitation of an offer to
sell the Existing Senior Notes or any other securities, or an offer
to sell or the solicitation of an offer to buy the Notes or any
other securities, nor shall there be any offer, solicitation or
sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including statements related to the offering of
the Notes, including the expected closing date thereof and intended
use of the net proceeds therefrom. Forward-looking statements also
include statements regarding the tender offers and consent
solicitations, including the timing and potential effects thereof
and other details relating thereto. All statements other than those
that are purely historical are forward-looking statements. Words
such as “expect,” “anticipate,” “believe,” “estimate,” “intend,”
“plan,” “project,” and similar expressions also identify
forward-looking statements, although not all forward-looking
statements contain these words. These forward-looking statements
are based on current expectations, forecasts and assumptions that
involve risks and uncertainties that could cause actual outcomes
and results to differ materially from those suggested by the
forward-looking statements. These risks and uncertainties include,
but are not limited to, general economic and political conditions
globally or regionally; risks related to the offering of the Notes
and the tender offers and consent solicitations, including the risk
that the offering of the Notes and the tender offers and consent
solicitations are not consummated on the anticipated terms, if at
all; and the risks and factors discussed in Company’s Annual Report
on Form 10-K filed with the Securities and Exchange Commission on
March 16, 2021, as well as the Company’s subsequent filings with
the Securities and Exchange Commission. The Company assumes no
obligation to publicly update or revise its forward-looking
statements even if experience or future changes make it clear that
any projected results expressed or implied therein will not be
realized.
About Gap Inc.
Gap Inc., a collection of purpose-led lifestyle brands, is the
largest American specialty apparel company offering clothing,
accessories, and personal care products for men, women, and
children under the Old Navy, Gap, Banana Republic, and Athleta
brands. The Company uses omni-channel capabilities to bridge the
digital world and physical stores to further enhance its shopping
experience. Gap Inc. is guided by its purpose, Inclusive, by
Design, and takes pride in creating products and experiences its
customers love while doing right by its employees, communities, and
planet. Gap Inc. products are available for purchase worldwide
through company-operated stores, franchise stores, and e-commerce
sites. Fiscal year 2020 net sales were $13.8 billion. For more
information, please visit www.gapinc.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20210913005851/en/
Investor Relations Contact: Steve Austenfeld (415)
427-1807 Investor_relations@gap.com Media Relations Contact:
Megan Foote (415) 832-1989 Press@gap.com
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