Macy’s, Inc. (NYSE: M) (“Macy’s”) announced today that its
wholly-owned subsidiary, Macy’s Retail Holdings, LLC (“MRH”), has
received the requisite number of consents to adopt certain proposed
amendments with respect to the Old Notes (as defined below) and is
extending the early tender date (the “Early Tender Date”) for its
previously announced offers to eligible holders to exchange (each,
an “Exchange Offer” and, collectively, the “Exchange Offers”) (i)
new 6.65% Senior Secured Debentures due 2024 (“New 2024 Notes”) to
be issued by MRH for validly tendered (and not validly withdrawn)
outstanding 6.65% Senior Debentures due 2024 issued by MRH (“Old
2024 Notes”), (ii) new 6.7% Senior Secured Debentures due 2028
(“New 2028 Notes”) to be issued by MRH for validly tendered (and
not validly withdrawn) outstanding 6.7% Senior Debentures due 2028
issued by MRH (“Old 2028 Notes”), (iii) new 8.75% Senior Secured
Debentures due 2029 (“New 2029 Notes”) to be issued by MRH for
validly tendered (and not validly withdrawn) outstanding 8.75%
Senior Debentures due 2029 issued by MRH (“Old 2029 Notes”), (iv)
new 7.875% Senior Secured Debentures due 2030 (“New 2030 Notes”) to
be issued by MRH for validly tendered (and not validly withdrawn)
outstanding 7.875% Senior Debentures due 2030 issued by MRH (“Old
2030 Notes”), (v) new 6.9% Senior Secured Debentures due 2032 (“New
2032 Notes”) to be issued by MRH for validly tendered (and not
validly withdrawn) outstanding 6.9% Senior Debentures due 2032
issued by MRH (“Old 2032 Notes”), and (vi) new 6.7% Senior Secured
Debentures due 2034 (“New 2034 Notes” and, together with the New
2024 Notes, New 2028 Notes, New 2029 Notes, New 2030 Notes and New
2032 Notes, the “New Notes” and each series, a “series of New
Notes”) to be issued by MRH for validly tendered (and not validly
withdrawn) outstanding 6.7% Senior Debentures due 2034 issued by
MRH (“Old 2034 Notes” and, together with the Old 2024 Notes, Old
2028 Notes, Old 2029 Notes, Old 2030 Notes and Old 2032 Notes, the
“Old Notes” and each series, a “series of Old Notes”).
MRH is extending the Early Tender Date for each of the Exchange
Offers to 11:59 p.m., New York City time, on July 24, 2020. The
withdrawal deadline with respect to each of the Exchange Offers has
expired. Notes tendered for exchange pursuant to any of the
Exchange Offers may not be validly withdrawn, unless MRH determines
in the future in its sole discretion to permit withdrawal, subject
to applicable law. The expiration date of each of the Exchange
Offers remains 11:59 p.m., New York City time, on July 24,
2020.
As of 5:00 p.m., New York City time, on July 10, 2020 (the
“Withdrawal Deadline”), which was the original early tender date
set forth in the in the confidential exchange offering memorandum
(the “Exchange Offering Memorandum”), pursuant to the Exchange
Offers, the Issuer had received from eligible holders valid and
unrevoked tenders and related consents of (i) $80,221,000 aggregate
principal amount of outstanding Old 2024 Notes, representing
approximately 65.98% of such notes, (ii) $73,754,000 aggregate
principal amount of outstanding Old 2028 Notes, representing
approximately 71.68% of such notes, (iii) $13,000,000 aggregate
principal amount of outstanding Old 2029 Notes, representing
approximately 98.85% of such notes, (iv) $4,634,000 aggregate
principal amount of outstanding Old 2030 Notes, representing
approximately 46.82% of such notes, (v) $4,609,000 aggregate
principal amount of outstanding Old 2032 Notes, representing
approximately 27.04% of such notes, and (vi) $179,658,000 aggregate
principal amount of outstanding Old 2034 Notes, representing
approximately 89.47% of such notes. As of the Withdrawal Deadline,
the aggregate principal amount of Old Notes and related consents
validly tendered and not validly withdrawn is $355,876,000,
representing approximately 76.47% of the Old Notes.
The Issuer intends to accept for exchange all such tendered Old
Notes in exchange for the same aggregate principal amount of the
corresponding series of New Notes on the final settlement date,
which is expected to occur on July 28, 2020, subject to the terms
of the relevant Exchange Offer.
In addition, MRH is extending the expiration time for its
previously announced solicitation of consents from holders of each
series of Old Notes (each, a “Consent Solicitation” and,
collectively, the “Consent Solicitations”) pursuant to the separate
Consent Solicitation Statement (as defined below) to adopt certain
proposed amendments to the indenture governing the Old Notes (the
“Existing Indenture”) to conform certain provisions in the negative
pledge covenant in the Existing Indenture to the provisions of the
negative pledge covenant in MRH’s most recent indenture (the
“Proposed Amendments”) to 11:59 p.m., New York City time, on July
24, 2020 (the “Extended Expiration Time”).
The original expiration time for MRH’s Consent Solicitations was
5:00 p.m., New York City time, on July 10, 2020, at which time MRH
had received consents from holders representing at least a majority
of the outstanding aggregate principal amount of the outstanding
Old Notes. Macy’s, MRH and the trustee under the Existing Indenture
have executed a supplemental indenture containing the Proposed
Amendments (the “Supplemental Indenture”). The Supplemental
Indenture is effective and consents delivered in the Consent
Solicitations may no longer be validly revoked. All holders of the
Old Notes are bound by the terms of the Supplemental Indenture,
even if they did not deliver consents to the Proposed Amendments.
However, the Supplemental Indenture will not be operative until the
previously announced consent fee has been paid and all other
conditions to the Consent Solicitations have been satisfied or
waived. The consent fee will be payable as promptly as practicable
following the Extended Expiration Time, or such later time and date
to which the Consent Solicitations may be extended, assuming that
all of the conditions have been satisfied or waived by such time or
date.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth
Exchange Offering Memorandum and consent solicitation statement
(the “Consent Solicitation Statement”), as applicable, each dated
June 23, 2020, and the related letter of transmittal with respect
to the Exchange Offers, as amended by this press release
(collectively, with the Exchange Offering Memorandum and the
Consent Solicitation, the “Offering Documents”).
Documents relating to the Exchange Offers will be distributed
only to eligible holders of Old Notes who complete and return an
eligibility form confirming that they are either (i) a “qualified
institutional buyer” as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), (ii) not a “U.S.
person” as defined in Rule 902 under the Securities Act and outside
the United States within the meaning of Regulation S under the
Securities Act, or (iii) an “accredited investor” as defined in
Rule 501 under the Securities Act. The complete terms and
conditions of the Exchange Offers are described in the Exchange
Offering Memorandum, copies of which may be obtained by contacting
Ipreo LLC and the exchange agent in connection with the Exchange
Offers, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880 (banks
and brokers). The eligibility form is available electronically at:
Ipreo-ExchangeOffer@ihsmarkit.com. Holders of Old Notes that are
not eligible holders will not be able to receive such
documents.
Documents relating to the Consent Solicitations will be
distributed to any holders of Old Notes who requests a copy. The
complete terms and conditions of the Consent Solicitations are
described in the Consent Solicitation Statement, copies of which
may be obtained by contacting Ipreo LLC, the information agent in
connection with the Consent Solicitations, at (888) 593-9546 (U.S.
toll-free) or (212) 849-3880 (banks and brokers).
This news release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Exchange Offering Memorandum and
Consent Solicitation Statement and letter of transmittal and only
to such persons and in such jurisdictions as are permitted under
applicable law.
The New Notes offered in the Exchange Offers have not been
registered under the Securities Act or any state securities laws.
Therefore, the New Notes may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and 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. The company comprises three retail
brands, Macy’s, Bloomingdales and Bluemercury. Macy’s, Inc. is
headquartered in New York, New York. For more information, please
visit www.macysinc.com.
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
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 successfully
implement its Polaris strategy and restructuring, 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 26, 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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Investors – Mike McGuire investors@macys.com
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