Macy’s, Inc. (NYSE:M) today announced that its wholly owned
subsidiary, Macy’s Retail Holdings, Inc. (the “Company”), has
commenced a cash tender offer (the “Tender Offer”) to purchase up
to $400 million in aggregate principal amount (the “Maximum Tender
Offer Amount”) of its outstanding Notes listed in the table below,
in the order of priority shown in the table.
The terms and conditions of the Tender Offer are described in an
Offer to Purchase dated November 27, 2017 (the “Offer to
Purchase”). The Tender Offer is subject to the satisfaction of
certain conditions as set forth in the Offer to Purchase.
Capitalized terms used in this press release and not defined herein
have the meanings given to them in the Offer to Purchase.
Hypothetical Aggregate Fixed Total
Tender Early Principal Acceptance
Bloomberg Spread Offer Tender
CUSIP Original Amount Priority
Reference U.S. Reference (basis
Consideration Premium Number Title of
Security Issuer (1) Outstanding Level
Treasury Security Page points)
(2)(3)(4) (4) 577778BL6 8.75% Senior Debentures due
2029 May $61,164,000 1 2.25% U.S. Treasury due 11/15/2027 FIT1 395
$1,197.44 $30.00 577778BK8 7.875% Senior Debentures due 2030 May
$18,256,000 2 2.25% U.S. Treasury due 11/15/2027 FITI 400 $1,128.22
$30.00 577778CE1 6.7% Senior Debentures due 2034 May $372,200,000 3
2.75% U.S. Treasury due 8/15/2047 FIT1 380 $1,012.94 $30.00
577778BQ5 6.9% Senior Debentures due 2032 May $178,500,000 4 2.25%
U.S. Treasury due 11/15/2027 FITI 380 $1,070.03 $30.00 314275AC2
6.375% Senior Notes due 2037 FRHI $365,140,000 5 2.75% U.S.
Treasury due 8/15/2047 FIT1 350 $1,011.52 $30.00 55616XAC1 7.0%
Senior Debentures due 2028 FDSI $298,000,000 6 2.25% U.S. Treasury
due 11/15/2027 FIT1 360 $1,079.25 $30.00 31410HAQ4 6.9% Senior
Debentures due 2029 FDSI $396,150,000 7 2.25% U.S. Treasury due
11/15/2027 FIT1 360 $1,077.33 $30.00 55616XAB3 6.79% Senior
Debentures due 2027 FDSI $165,442,000 8 2.25% U.S. Treasury due
11/15/2027 FIT1 360 $1,060.73 $30.00 577778BH5 6.7% Senior
Debentures due 2028 May $197,000,000 9 2.25% U.S. Treasury due
11/15/2027 FIT1 355 $1,063.02 $30.00 577778AZ6 7.6% Senior
Debentures due 2025 May $24,265,000 10 2.25% U.S. Treasury due
11/15/2027 FIT1 315 $1,127.26 $30.00 577778AR4 10.25% Senior
Debentures due 2021 May $33,370,000 11 2.00% U.S. Treasury due
10/31/2022 FIT1 180 $1,181.84 $30.00 (1) A Series of
Notes designated with “May” was originally issued by The May
Department Stores Company. A Series of Notes designated with “FRHI”
was originally issued by Federated Retail Holdings, Inc. A Series
of Notes designated with “FDSI” was originally issued by Federated
Department Stores, Inc. (2) Includes the Early Tender
Premium of $30 per $1,000 principal amount of Notes for each Series
as set forth in this table. (3) Based on the reference yield
of the Reference U.S. Treasury Security (as set forth above) as of
11:00 a.m., New York City time, on November 22, 2017, and an
expected Early Settlement Date of December 12, 2017. (4) Per
$1,000 principal amount of Notes validly tendered on or before the
Early Tender Date, not validly withdrawn and accepted for purchase.
The amounts of each Series of Notes that are purchased in the
Tender Offer will be determined in accordance with the priorities
identified in the column “Acceptance Priority Level” in the table
above. The Tender Offer will expire at 11:59 p.m., New York City
time, on December 22, 2017, unless extended (such date and time, as
the same may be extended, the “Expiration Date”) or earlier
terminated. In order to receive the applicable Total Tender Offer
Consideration, holders of Notes subject to the Tender Offer must
validly tender and not validly withdraw their Notes on or before
the Early Tender Date, which is 5:00 p.m., New York City time, on
December 8, 2017, unless extended. Holders of Notes subject to the
Tender Offer who validly tender their Notes after the Early Tender
Date and on or before the Expiration Date and whose Notes are
accepted for purchase will receive the applicable Late Tender Offer
Consideration.
The applicable Total Tender Offer Consideration for each $1,000
in principal amount of Notes tendered and accepted for payment
pursuant to the Tender Offer will be determined in the manner
described in the Offer to Purchase. The consideration will be
determined by reference to a fixed spread specified for such Series
of Notes over the yield based on the bid-side price of the
applicable Reference U.S. Treasury Security specified in the table
above, as fully described in the Offer to Purchase. The
consideration will be calculated by the Dealer Managers for the
Tender Offer at 11:00 a.m., New York City time, on the business day
immediately following the Early Tender Date, unless extended (such
date and time, as the same may be extended, the “Price
Determination Date”). The Price Determination Date is expected to
be December 11, 2017. The Late Tender Offer Consideration is the
applicable Total Tender Offer Consideration minus the applicable
Early Tender Premium for each Series of Notes as set forth in the
table above.
In addition to the applicable Total Tender Offer Consideration
or applicable Late Tender Offer Consideration, as the case may be,
accrued and unpaid interest up to, but not including, the
applicable Settlement Date will be paid in cash on all validly
tendered Notes accepted for purchase in the Tender Offer. The
purchase price plus accrued and unpaid interest for Notes that are
validly tendered and not validly withdrawn on or before the Early
Tender Date and accepted for purchase will be paid by the Company
in same day funds promptly following the Early Tender Date (the
“Early Settlement Date”). The Company expects that the Early
Settlement Date will be December 12, 2017, the first business day
after the Price Determination Date. The purchase price plus accrued
and unpaid interest for Notes that are validly tendered after the
Early Tender Date and on or before the Expiration Date and accepted
for purchase will be paid by the Company in same day funds promptly
following the Expiration Date (the “Final Settlement Date”). The
Company expects that the Final Settlement Date will be December 26,
2017, the first business day after the Expiration Date, assuming
the Maximum Tender Offer Amount is not purchased on the Early
Settlement Date. No tenders will be valid if submitted after the
Expiration Date. If Notes are validly tendered and not validly
withdrawn in an aggregate principal amount greater than the Maximum
Tender Offer Amount as of the Early Tender Date, Holders who
validly tender Notes after the Early Tender Date but on or before
the Expiration Date will not have any of their Notes accepted for
purchase. Holders of Notes subject to the Tender Offer who validly
tender their Notes on or before the Early Tender Date may not
withdraw their Notes after 5:00 p.m., New York City time, on
December 8, 2017, unless extended (such date and time, as the same
may be extended, the “Withdrawal Date”), except in the limited
circumstances described in the Offer to Purchase. Holders of Notes
subject to the Tender Offer who validly tender their Notes after
the Withdrawal Date but on or before the Expiration Date may not
withdraw their Notes except in the limited circumstances described
in the Offer to Purchase.
BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities LLC 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 Merrill Lynch at
(toll-free) (888) 292-0070, Credit Suisse Securities (USA) LLC at
(toll-free) (800) 820-1653, J.P. Morgan Securities LLC at
(toll-free) (866) 834-4666 and Wells Fargo Securities, LLC at
(toll-free) (866) 309-6316. Requests for copies of the Offer to
Purchase, Letter of Transmittal and related materials should be
directed to D.F. King & Co., Inc. at (212) 269-5550,
(toll-free) (866) 406-2284 or macys@dfking.com. Questions regarding
the tendering of Notes may be directed to D.F. King & Co., Inc.
at (toll-free) (866) 406-2284.
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 and the information in this
press release is qualified by reference to the Offer to Purchase
and related Letter of Transmittal dated November 27, 2017. None of
Macy’s or its affiliates, their respective boards of directors, the
Dealer Managers, the Tender Agent and 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 2016 sales of $25.778 billion and approximately 140,000
employees, the company operates more than 700 department stores
under the nameplates Macy’s and Bloomingdale’s, and approximately
160 specialty stores that include Bloomingdale’s The Outlet,
Bluemercury and Macy’s Backstage. Macy’s, Inc. operates stores in
45 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 offices 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
conditions to, or changes in the timing of, proposed transactions,
changes in the conditions of the securities markets, particularly
the markets for debt securities and other factors identified in
documents filed by Macy’s with the Securities and Exchange
Commission.
(NOTE: Additional information on Macy’s, Inc., including past
press releases, is available at www.macysinc.com/pressroom).
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version on businesswire.com: http://www.businesswire.com/news/home/20171127005960/en/
Macy’s, Inc.MediaBlair Fasbender Rosenberg,
646-429-6032media@macys.comorInvestorsMonica Koehler,
513-579-7780investors@macys.com
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