Macy’s, Inc. Announces Pricing of Offering of Senior Secured Notes
May 27 2020 - 1:24PM
Business Wire
Macy’s, Inc. (NYSE:M) (the “Company” or “Macy’s”) announced
today the pricing of an offering (the “Offering”) of $1.3 billion
aggregate principal amount of 8.375% senior secured notes due 2025
(the “Notes”) in a private offering at an offering price of 100% of
the principal amount thereof, which represents a $200 million
increase in the previously announced size of the Offering. The
Notes will be senior, secured obligations of the Company. The Notes
will be secured on a first-priority basis by (i) a first
mortgage/deed of trust in certain real property of subsidiaries of
Macy’s that has been or will be transferred to subsidiaries of
Macy’s Propco Holdings, LLC, a newly created direct, wholly-owned
subsidiary of Macy’s (“Propco”) and (ii) a pledge by Propco of the
equity interests in its subsidiaries that own or will own such
transferred real property (together, the “Collateral”). The Notes
will be, jointly and severally, unconditionally guaranteed on a
secured basis by Propco and its subsidiaries and unconditionally
guaranteed on an unsecured basis by Macy’s Retail Holdings, Inc., a
direct, wholly-owned subsidiary of Macy’s.
The Offering is expected to close on June 8, 2020, subject to
customary closing conditions, and is also conditioned upon the
closing of a new asset-based credit agreement.
Macy’s intends to use the net proceeds from the Offering of the
Notes, along with cash on hand, to repay all amounts outstanding
under its revolving credit facility.
This press release is neither an offer to sell nor the
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful. The Notes are being offered only to persons reasonably
believed to be qualified institutional buyers in an offering exempt
from registration in reliance on Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and outside the United
States in reliance on Regulation S under the Securities Act. The
Notes and related guarantees have not been registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States without registration or an applicable
exemption from the registration requirements of the Securities Act
or any applicable state securities laws.
About Macy’s, Inc.
Macy’s, Inc. (NYSE: M) is one of the nation’s premier
omni-channel fashion retailers, with fiscal 2019 sales of $24.6
billion. The company comprises three retail brands, Macy’s,
Bloomingdale’s and Bluemercury. Macy’s, Inc. is headquartered in
New York, New York.
Forward-Looking Statements
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
finalization of Macy’s financial statements as of and for the 13
weeks ended May 2, 2020, including the actual amount of the
impairment charges that it expects to incur for the period, the
effects of the novel coronavirus (COVID-19) on customer demand, its
supply chain as well as its consolidated results of operation,
financial position and cash flows, Macy’s ability to obtain
additional financing on commercially acceptable terms or at all,
Macy’s ability to successfully implement its Polaris strategy,
including the ability to realize the anticipated benefits within
the expected time frame or at all, conditions to, or changes in the
timing of proposed real estate and other transactions, prevailing
interest rates and non-recurring charges, the effect of potential
changes to trade policies, store closings, competitive pressures
from specialty stores, general merchandise stores, off-price and
discount stores, manufacturers’ outlets, the Internet, catalogs and
television shopping and general consumer spending levels, including
the impact of the availability and level of consumer debt, possible
systems failures and/or security breaches, the potential for the
incurrence of charges in connection with the impairment of
intangible assets, including goodwill, Macy’s reliance on foreign
sources of production, including risks related to the disruption of
imports by labor disputes, regional or global health pandemics, and
regional political and economic conditions, the effect of weather
and other factors identified in documents filed by the company with
the Securities and Exchange Commission, including under the
captions “Forward-Looking Statements” and “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended February 1,
2020 and “COVID-19 Risk Factor” in the Company’s Current Report on
Form 8-K filed on May 7, 2020. 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/20200527005815/en/
Media – Blair Rosenberg media@macys.com
Investors – Mike McGuire investors@macys.com
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