The Gap, Inc. (NYSE: GPS) (“Gap Inc.” or the “Company”) today
announced the early tender results of its (i) offers to purchase
for cash (collectively, the “Tender
Offers” and each a “Tender
Offer”) any and all of its outstanding 8.375% Senior Secured
Notes due 2023 (the “2023 Notes”),
8.625% Senior Secured Notes due 2025 (the “2025 Notes”) and 8.875% Senior Secured Notes due
2027 (the “2027 Notes”, and together
with the 2023 Notes and 2025 Notes, the “Notes”) and (ii) Consent Solicitations (as defined
below), in each case upon the terms and conditions described in the
Company’s Offer to Purchase and Consent Solicitation Statement,
dated September 13, 2021 (the “Offer to
Purchase”).
The Tender Offers and Consent Solicitations are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase.
According to the information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Tender Offers and Consent Solicitations, as of 5:00 p.m., New
York City time, on September 24, 2021 (such date and time, the
“Early Tender Time”), the Company had
received, and informed Global Bondholder Services Corporation it
had accepted for purchase, valid tenders from holders of the Notes
as outlined in the table below.
Series of Notes
CUSIP Number
Aggregate Principal Amount
Outstanding
Aggregate Principal Amount
Tendered and Accepted for Purchase
Total Consideration
(1)(2)
8.375% Senior Secured Notes due
2023
364760 AL2 (144A)
U36547 AC8 (Reg S)
$500,000,000
$330,264,000
$1,121.25
8.625% Senior Secured Notes due
2025
364760 AM0 (144A)
U36547 AD6 (Reg S)
$750,000,000
$683,366,000
$1,092.50
8.875% Senior Secured Notes due
2027
364760 AN8 (144A)
U36547 AE4 (Reg S)
$1,000,000,000
$904,583,000
$1,165.00
____________
(1) Reflects total consideration per
$1,000 principal amount of Notes. Does not include accrued but
unpaid interest, which will also be payable as provided in the
Offer to Purchase.
(2) Includes the Early Tender Premium (as
defined below).
The early settlement date for Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time and accepted
for purchase will be September 27, 2021 (the “Early Settlement Date”), subject to the
satisfaction or waiver of all conditions to the Tender Offers and
Consent Solicitations described in the Offer to Purchase.
Holders of Notes that were validly tendered and not validly
withdrawn at or prior to the Early Tender Time and have been
accepted for purchase pursuant to the applicable Tender Offer will
receive the applicable Total Consideration for such series of Notes
as set forth in the table above, which includes the early tender
premium of $30 per $1,000 principal amount of Notes (the
“Early Tender Premium”), together with
accrued but unpaid interest on such Notes from the last interest
payment date with respect to such Notes to, but not including, the
Early Settlement Date. The Tender Offers and Consent Solicitations
will expire at 11:59 p.m., New York City time, on October 8, 2021,
unless extended or terminated by the Company.
As part of the Tender Offers, the Company is also soliciting
consents (the “Consent Solicitations”)
from the holders of the Notes for certain proposed amendments
described in the Offer to Purchase that would, among other things,
(i) eliminate certain of the restrictive covenants and provide that
the Company may provide a notice of redemption to Holders of the
related series of Notes to be redeemed pursuant to such notice of
redemption not less than five business days nor more than 60 days
prior to the redemption date for such series of Notes (the
“Majority Amendments”) and (ii)
terminate the security interest and release the collateral under
the Indenture for the related series of Notes (the “Collateral Release Amendments”). Adoption of the
Majority Amendments and the Collateral Release Amendments with
respect to each series of Notes requires the requisite consents
applicable to such series of Notes as described in the Offer to
Purchase (the “Requisite Consents”).
As of the Early Tender Time, the Company had received the Requisite
Consents required to approve (i) the Majority Amendments with
respect to each series of the Notes and (ii) the Collateral Release
Amendments with respect to the 2025 Notes and the 2027 Notes.
Accordingly, on September 27, 2021, the Company intends to execute
a supplemental indenture to the indenture governing the Notes with
respect to (i) the Majority Amendments related to each series of
the Notes and (ii) the Collateral Release Amendments related to the
2025 Notes and the 2027 Notes.
Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC
are the Dealer Managers and Solicitation Agents in the Tender
Offers and Consent Solicitations. Global Bondholder Services
Corporation has been retained to serve as the Tender and
Information Agent for the Tender Offers and Consent Solicitations.
Persons with questions regarding the Tender Offers and Consent
Solicitations should contact Citigroup at (800) 558-3745
(toll-free) or (212) 723-6106 (collect) or Morgan Stanley at (800)
624-1808 (toll-free) or (212) 761-1057 (collect). Requests for the
Offer to Purchase should be directed to Global Bondholder Services
Corporation at (banks or brokers) (212) 430-3774 or (toll free)
(866) 807-2200 or by email to contact@gbsc-usa.com.
None of the Company, the Dealer Managers and Solicitation
Agents, the Tender and Information Agent, the trustee under the
indenture governing the Notes or any of their respective affiliates
is making any recommendation as to whether holders should tender
any Notes and deliver the related consents in response to the
Tender Offers and Consent Solicitations. Holders must make their
own decision as to whether to participate in the Tender Offers and
Consent Solicitations and, if so, the principal amount of Notes as
to which action is to be taken.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
Neither this press release nor the Offer to Purchase is an offer to
sell or a solicitation of an offer to buy any securities. The
Tender Offers and Consent Solicitations are being made only
pursuant to the Offer to Purchase and only in such jurisdictions as
is permitted under applicable law. In any jurisdiction in which the
Tender Offers are required to be made by a licensed broker or
dealer, the Tender Offers will be deemed to be made on behalf of
the Company by the Dealer Managers, or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements,
including 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; 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/20210927005474/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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