Macy’s, Inc. (NYSE: M) today announced the early results and
upsizing of the previously announced tender offer (the “Tender
Offer”) of its wholly owned subsidiary, Macy’s Retail Holdings,
Inc. (the “Company”), of the outstanding debt securities identified
in the table below (collectively, the “Notes”). The Company has
amended the terms of the Tender Offer to increase the combined
aggregate principal amount of Notes subject to the Tender Offer
(the “Maximum Tender Offer Amount”) from $600 million to $750
million.
As of 5 p.m., New York City time, on Dec. 11, 2018 (the “Early
Tender Date”), approximately $1.51 billion aggregate principal
amount of Notes were validly tendered and not validly withdrawn.
The table below identifies the principal amount of each series of
Notes validly tendered and not validly withdrawn and the principal
amount the Company has accepted for purchase:
CUSIPNumber
Title of Security
AcceptancePriorityLevel
PrincipalAmountOutstandingPrior to
theTender Offer
PrincipalAmountTendered
(1)
PrincipalAmountAccepted
forPurchase
FinalProrationFactor
(2)
577778CB7 6.65% Senior Debentures due 2024 1 $285,288,000
$163,701,000 $163,701,000 100% 577778BL6 8.75% Senior Debentures
due 2029 2 $18,151,000 $5,000,000 $5,000,000 100% 577778BK8 7.875%
Senior Debentures due 2030 3 $12,193,000 $2,295,000 $2,295,000 100%
577778BQ5 6.9% Senior Debentures due 2032 4 $27,477,000 $10,431,000
$10,431,000 100% 577778CE1 6.7% Senior Debentures due 2034 5
$235,377,000 $34,574,000 $34,574,000 100% 314275AC2 6.375% Senior
Notes due 2037 6 $226,560,000 $34,028,000 $34,028,000 100%
31410HAQ4 6.9% Senior Debentures due 2029 7 $306,150,000
$114,354,000 $114,354,000 100% 577778BH5 6.7% Senior Debentures due
2028 8 $136,556,000 $33,659,000 $33,659,000 100% 55616XAC1 7.0%
Senior Debentures due 2028 9 $270,857,000 $154,300,000 $154,300,000
100% 55616XAB3 6.79% Senior Debentures due 2027 10 $165,442,000
$94,275,000 $94,275,000 100% 55616XAM9 4.5% Senior Notes due 2034
11 $470,000,000 $117,435,000 $103,380,000 88.1% 577778AZ6 7.6%
Senior Debentures due 2025 12 $24,265,000 $5,909,000 $0 0%
55616XAG2 5.125% Senior Notes due 2042 13 $250,000,000 $108,471,000
$0 0% 55616XAH0 2.875% Senior Notes due 2023 14 $750,000,000
$342,253,000 $0 0% 55616XAK3 4.375% Senior Notes due 2023 15
$400,000,000 $112,831,000 $0 0% 55616XAL1 3.625% Senior Notes due
2024 16 $500,000,000 $173,415,000 $0 0%
(1) As of the Early Tender Date.(2) The final proration factor
has been rounded to the nearest tenth of a percentage point for
presentation purposes.
The amount of each series of Notes accepted for purchase was
determined pursuant to the terms and conditions of the Tender Offer
as set forth in the Offer to Purchase dated Nov. 28, 2018 (the
“Offer to Purchase”) and the related Letter of Transmittal dated
Nov. 28, 2018 (the “Letter of Transmittal”).
Notes not accepted for purchase will be promptly credited to the
account of the registered holder of such Notes with The Depository
Trust Company and otherwise returned in accordance with the Offer
to Purchase and the Letter of Transmittal.
Holders of Notes validly tendered and not validly withdrawn on
or before the Early Tender Date and accepted for purchase will be
eligible to receive the applicable Total Tender Offer Consideration
(as defined in the Offer to Purchase), which includes an early
tender premium of $30.00 per $1,000 principal amount of Notes. The
applicable Total Tender Offer 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 U.S.
Treasury Security, as described in the Offer to Purchase. The Total
Tender Offer Consideration will be calculated by the Dealer
Managers (identified below) for the Tender Offer at 11 a.m., New
York City time, today, Dec. 12, 2018. All payments for Notes
purchased in connection with the Early Tender Date 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
not including, the early settlement date, which is currently
expected to be Dec. 13, 2018. In accordance with the terms of the
Tender Offer, the withdrawal deadline was 5 p.m., New York City
time, on Dec. 11, 2018. As a result, tendered Notes may no longer
be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law (as determined by
the Company).
Although the Tender Offer is scheduled to expire at 11:59 p.m.,
New York City time, on Dec. 26, 2018, 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 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 (toll-free) (800)
761-6523, collect at (212) 269-5550 or by email to
macys@dfking.com. Questions regarding the tendering of Notes may be
directed to D.F. King & Co., Inc. at (toll-free) (800)
761-6523, 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 this press
release, and the information in this press release is qualified by
reference to the Offer to Purchase and related Letter of
Transmittal, 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 2017 sales of $24.837 billion and approximately 130,000
employees, the company operates approximately 690 department stores
under the nameplates Macy’s and Bloomingdale’s, and more than 180
specialty stores that include Bloomingdale’s The Outlet,
Bluemercury, Macy’s Backstage and STORY. Macy’s, Inc. operates
stores in 44 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 real estate
and other transactions, prevailing interest rates and non-recurring
charges, the effect of federal tax reform, store closings,
competitive pressures from specialty stores, general merchandise
stores, off-price and discount stores, manufacturers’ outlets, the
Internet, mail-order catalogs and television shopping and general
consumer spending levels, including the impact of the availability
and level of consumer debt, the effect of weather 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.
(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: https://www.businesswire.com/news/home/20181212005395/en/
Media – Radina
Russell646-429-7358Radina.russell@macys.com
Investors – Monica
Koehler513-579-7780investors@macys.com
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