Macy’s, Inc. (NYSE: M) today announced the pricing terms 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 $525 million in aggregate principal
amount (the “Maximum Tender Offer Amount”) of the outstanding debt
securities identified in the Company’s Offer to Purchase dated
December 3, 2019 (the “Offer to Purchase”) (collectively, the
“Notes”). The terms and conditions of the Tender Offer are
described in the Offer to Purchase, as amended by Macy’s, Inc.’s
press release issued earlier today.
The total consideration to be paid in the Tender Offer for each
series of Notes accepted for purchase was determined by reference
to a fixed spread specified for such series of Notes over the yield
(the “Reference Yield”) based on the bid-side price of the
applicable U.S. Treasury Security, in each case as set forth in the
table below (the “Total Tender Offer Consideration”). The Reference
Yields (as determined pursuant to the Offer to Purchase) listed in
the table below were determined at 10:00 a.m., New York City time,
today, December 17, 2019, by the Dealer Managers (identified
below). The Total Tender Offer Consideration for each series of
Notes includes an early tender premium of $30.00 per $1,000
principal amount of Notes accepted for purchase by the Company.
The following table sets forth pricing information for the
Tender Offer:
CUSIP Number
Title of Security
Reference U.S. Treasury
Security
Reference Yield
Fixed Spread (basis
points)(1)
Total Tender Offer
Consideration (1)(2)
55616XAK3
4.375% Senior Notes due 2023
1.50% U.S. Treasury due
11/30/2024
1.698%
145
$1,039.85
55616XAH0
2.875% Senior Notes due 2023
1.50% U.S. Treasury due
11/30/2024
1.698%
135
$994.80
55616XAF4
3.875% Senior Notes due 2022
1.625% U.S. Treasury due
11/15/2022
1.655%
90
$1,023.40
31410HAQ4
6.90% Senior Debentures due
2029
1.75% U.S. Treasury due
11/15/2029
1.875%
320
$1,133.71
55616XAC1
7.0% Senior Debentures due
2028
1.75% U.S. Treasury due
11/15/2029
1.875%
305
$1,137.94
(1)
Includes the early tender premium of
$30.00 per $1,000 principal amount of Notes that are accepted for
purchase.
(2)
Per $1,000 principal amount of the Notes
that are accepted for purchase.
All payments for Notes tendered on or before 5:00 p.m., New York
City time, on December 16, 2019 (the “Early Tender Date”) that are
purchased by the Company 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 excluding, the early settlement
date, which is currently expected to be December 18, 2019.
As a result of the Tender Offer, Macy’s, Inc. expects to record
a pre-tax charge primarily related to the recognition of the tender
premium and other costs of approximately $30 million in the fourth
fiscal quarter of 2019. The pre-tax charge is excluded from
guidance. By completing the Tender Offer, Macy’s, Inc.’s annualized
interest expense savings is anticipated to be approximately $24
million. The 2019 interest expense benefit was contemplated in
guidance.
Although the Tender Offer is scheduled to expire at 11:59 p.m.,
New York City time, on December 31, 2019, 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 Securities, Inc., Credit Suisse Securities (USA) LLC, U.S.
Bancorp Investments, Inc. 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 Securities, Inc. at
(toll-free) (888) 292-0070 or collect at (980) 387-3907, Credit
Suisse Securities (USA) LLC at (U.S. toll-free) (800) 820-1653,
U.S. Bancorp Investments, Inc. at (U.S. toll-free) (877) 558-2607
and Wells Fargo Securities, LLC at (toll-free) (866) 309-6316.
Requests for copies of the Offer to Purchase or questions regarding
the tendering of Notes should be directed to D.F. King & Co.,
Inc. at (toll-free) (877) 864-5057, collect at (212) 269-5550 or by
email to macys@dfking.com.
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, as amended by Macy’s, Inc.’s
press release issued earlier today, and the information in this
press release is qualified by reference to the Offer to Purchase,
as amended. None of Macy’s or its affiliates, their respective
boards of directors, the Dealer Managers, the Tender Agent, the
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 2018 sales of $24.971 billion and approximately 130,000
employees. Macy’s, Inc. operates approximately 680 department
stores under the nameplates Macy’s and Bloomingdale’s, and
approximately 190 specialty stores that include Bloomingdale’s The
Outlet, Bluemercury, and Macy’s Backstage. Macy’s, Inc. operates
stores in 43 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
headquarters 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 the
possible invalidity of the underlying beliefs and assumptions; the
success of Macy’s operational decisions, such as product sourcing,
merchandise mix and pricing, and marketing, and strategic
initiatives, such as Growth stores, Backstage on-mall off-price
business, and vendor direct expansion; general consumer-spending
levels, including the impact of general economic conditions,
consumer disposable income levels, consumer confidence levels, the
availability, cost and level of consumer debt, the costs of basic
necessities and other goods and the effects of the weather or
natural disasters; competitive pressures from department and
specialty stores, general merchandise stores, manufacturers’
outlets, off-price and discount stores, and all other retail
channels, including the Internet, catalogs and television; Macy’s
ability to remain competitive and relevant as consumers’ shopping
behaviors migrate to other shopping channels and to maintain its
brand and reputation; possible systems failures and/or security
breaches, including any security breach that results in the theft,
transfer or unauthorized disclosure of customer, employee or
company information, or the failure to comply with various laws
applicable to Macy’s in the event of such a breach; the cost of
employee benefits as well as attracting and retaining quality
employees; transactions and strategy involving Macy’s real estate
portfolio; the seasonal nature of Macy’s business; conditions to,
or changes in the timing of, proposed transactions, and changes in
expected synergies, cost savings and non-recurring charges; the
potential for the incurrence of charges in connection with the
impairment of intangible assets, including goodwill; possible
changes or developments in social, economic, business, industry,
market, legal, and regulatory circumstances and conditions;
possible actions taken or omitted to be taken by third parties,
including customers, suppliers, business partners, competitors and
legislative, regulatory, judicial and other governmental
authorities and officials; changes in relationships with vendors
and other product and service providers; currency, interest and
exchange rates and other capital market, economic and geo-political
conditions; unstable political conditions, civil unrest, terrorist
activities and armed conflicts; the possible inability of Macy’s
manufacturers or transporters to deliver products in a timely
manner or meet Macy’s quality standards; Macy’s reliance on foreign
sources of production, including risks related to the disruption of
imports by labor disputes, regional health pandemics, and regional
political and economic conditions; duties, taxes, other charges and
quotas on imports; and other factors identified in documents filed
by Macy’s with the Securities and Exchange Commission. Macy’s
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20191217005806/en/
Media – Blair Rosenberg 646-429-6032
media@macys.com
Investors – Mike McGuire 513-579-7780
investors@macys.com
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