PLANO, Texas
(March 22, 2018) -- J. C. Penney Company, Inc. (NYSE: JCP) (the
"Company") and J. C. Penney Corporation, Inc., a wholly owned
subsidiary of the Company (together with the Company, "J. C.
Penney"), announced that, pursuant to J. C. Penney's previously
announced cash tender offers (collectively, the "Tender Offers")
with respect to the securities described in the table below
(collectively, the "Securities"), the principal amounts of
Securities that were validly tendered and not validly withdrawn on
or before 5:00 p.m., New York City time, on March 21, 2018 (the
"Early Tender Date"), according to information provided by D.F.
King & Co., Inc., the tender agent for the Tender Offers, and
the principal amounts of Securities to be accepted for purchase by
J. C. Penney in accordance with the terms of the Tender Offers, are
as set forth in the table below. Because the withdrawal deadline
relating to the Tender Offers expired at 5:00 p.m., New York City
time, on March 21, 2018, these Securities, as well as any
subsequently tendered Securities, may not be withdrawn.
J. C. Penney also announced that
it has increased the tender cap for the 8.125% Senior Notes due
2019 from $95 million to $125 million and the tender cap for the
5.65% Senior Notes due 2020 from $225 million to $250 million (as
increased, the "Tender Caps").
The terms and conditions of the
Tender Offers are described in detail in the Offer to Purchase,
dated as of March 8, 2018 (the "Offer to Purchase"), and the
accompanying Letter of Transmittal (together, the "Offer
Documents"). J. C. Penney has determined that the financing
condition described in the Offer Documents has been satisfied.
Holders are encouraged to read the Offer Documents carefully.
Title of Security
|
CUSIP Number
|
Principal Amount Outstanding
|
Tender Cap
|
Principal Amount Tendered
|
Percentage of Outstanding Amount Tendered
|
Principal Amount to be Accepted for
Purchase
|
8.125% Senior Notes due 2019 |
708160CA2 |
$175,000,000 |
$125,000,000 |
$158,118,000 |
90.35% |
$125,000,000 |
5.65% Senior Notes due 2020 |
708130AD1 |
$360,006,000 |
$250,000,000 |
$252,736,000 |
70.20% |
$250,000,000 |
Holders of Securities who validly
tendered (and did not validly withdraw) their Securities on or
before the Early Tender Date are eligible to receive, for each
$1,000 principal amount of Securities, (i) $1,080.50 for the 8.125%
Senior Notes due 2019 and (ii) $1,040.00 for the 5.65% Senior Notes
due 2020, which in each case includes an early tender premium of
$30 per $1,000 principal amount of Securities tendered by such
holders that are accepted for purchase. Holders whose Securities
are accepted for purchase pursuant to the Tender Offers will also
receive accrued and unpaid interest on such purchased Securities
from the last interest payment date for such series of Securities
up to, but not including, the settlement date for such series of
Securities. Payment for Securities accepted for purchase pursuant
to the Tender Offers will be made on the settlement date, which is
expected to be today, March 22, 2018.
Acceptance of Securities for
purchase in the Tender Offers is subject to the Tender Caps and
proration, all as described in the Offer to Purchase. All
Securities that were tendered for purchase prior to the Early
Tender Date will have priority over any Securities that are
tendered for purchase after the Early Tender Date. Accordingly, as
the principal amount of each series of Securities tendered for
purchase prior to the Early Tender Date exceeds the Tender Cap for
each series of Securities, no Securities tendered for purchase
after the Early Tender Date will be accepted for purchase.
Securities not accepted for purchase, including Securities not
accepted because of proration, will be returned promptly.
J.P. Morgan Securities LLC is
acting as dealer manager for the Tender Offers. Questions regarding
the Tender Offers may be directed to J.P. Morgan Securities LLC at
(866) 834-4666 (toll-free) or (212) 834-4811 (collect).
D.F. King & Co., Inc. is
acting as tender and information agent for the Tender Offers.
Requests for copies of the Offer Documents may be directed to D.F.
King & Co., Inc. at (212) 269-5550 (banks and brokers), (800)
591-6313 (toll-free) or email at jcp@dfking.com.
This press release is for
informational purposes only and does not constitute an offer to
purchase or the solicitation of an offer to sell any Securities.
The Tender Offers are not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. No
recommendation is made as to whether or not holders of Securities
should tender their Securities pursuant to the applicable Tender
Offer. The Tender Offers are being made solely pursuant to the
Offer Documents, which more fully set forth and govern the terms
and conditions of the Tender Offers. The Offer Documents contain
important information and should be read carefully before any
decision is made with respect to the Tender Offers.
Forward-Looking
Statements
This press release may contain
forward-looking statements, which reflect the Company's current
view of future events and financial performance. Words such as
"expect" and similar expressions identify forward-looking
statements, which include, but are not limited to, statements
regarding the Tender Offers, the timing thereof and the conditions
thereto. Forward-looking statements are based only on the Company's
current assumptions and views of future events and financial
performance. They are subject to known and unknown risks and
uncertainties, many of which are outside of the Company's control,
that may cause the Company's actual results to be materially
different from planned or expected results. Those risks and
uncertainties include, but are not limited to, general economic
conditions, including inflation, recession, unemployment levels,
consumer confidence and spending patterns, credit availability and
debt levels, changes in store traffic trends, the cost of goods,
more stringent or costly payment terms and/or the decision by a
significant number of vendors not to sell us merchandise on a
timely basis or at all, trade restrictions, the ability to monetize
assets on acceptable terms, the ability to implement our strategic
plan including our omnichannel initiatives, customer acceptance of
our strategies, our ability to attract, motivate and retain key
executives and other associates, the impact of cost reduction
initiatives, our ability to generate or maintain liquidity,
implementation of new systems and platforms, changes in tariff,
freight and shipping rates, changes in the cost of fuel and other
energy and transportation costs, disruptions and congestion at
ports through which we import goods, increases in wage and benefit
costs, competition and retail industry consolidations, interest
rate fluctuations, dollar and other currency valuations, the impact
of weather conditions, risks associated with war, an act of
terrorism or pandemic, the ability of the federal government to
fund and conduct its operations, a systems failure and/or security
breach that results in the theft, transfer or unauthorized
disclosure of customer, employee or Company information, legal and
regulatory proceedings and the Company's ability to access the debt
or equity markets on favorable terms or at all. There can be no
assurances that the Company will achieve expected results, and
actual results may be materially less than expectations. While the
Company believes that its assumptions are reasonable, the Company
cautions that it is impossible to predict the degree to which any
such factors could cause actual results to differ materially from
predicted results. The Company intends the forward-looking
statements in this press release to speak only as of the date of
this press release and does not undertake to update or revise these
forward-looking statements as more information becomes
available.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: J. C. Penney Company, Inc. via Globenewswire
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