Current Report Filing (8-k)
May 26 2020 - 7:40AM
Edgar (US Regulatory)
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2020-05-25
2020-05-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): May 26, 2020
MACY’S, INC.
(Exact Name of Registrant as Specified
in Charter)
Delaware
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1-13536
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13-3324058
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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151 West 34th Street, New York, New
York 10001
(Address of Principal
Executive Offices) (Zip Code)
Registrant’s telephone number, including
area code: (513) 579-7780
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $.01 par value per share
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M
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01
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Regulation FD Disclosure.
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On May 26,
2020, Macy’s, Inc. (“Macy’s”) announced the commencement of an offering of $1,100 million aggregate
principal amount of senior secured notes due 2025 (the “Notes”) to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. 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 (collectively, the "Secured
Guarantors") and unconditionally guaranteed on an unsecured basis by Macy’s Retail Holdings, Inc., a direct,
wholly-owned subsidiary of Macy’s (“MRH” and, together with the Secured Guarantors, the
“Guarantors”). The closing of this offering is conditioned upon the closing of a new asset-based credit
agreement.
Macy’s is
hereby furnishing the following information regarding its business, some of which has not been previously reported, derived from
the confidential preliminary offering memorandum, dated as of May 26, 2020, that is being circulated in connection with the offering
of the Notes. This information is included in Exhibit 99.1 hereto and is incorporated herein by reference.
This Current
Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes and
related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on
the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S.
persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the
related guarantees have not been registered under the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the
Securities Act and applicable state securities or blue sky laws and foreign securities laws.
The information
contained in or incorporated by reference from Exhibit 99.1 hereto into this Item 7.01 of this Current Report on Form 8-K is being
furnished pursuant to Item 7.01. This information shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
Section, or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and
Exhibits.
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(d) Exhibits
Cautionary Forward-Looking Statements
Statements that
are included in this Current Report on Form 8-K that are not reported financial results or other historical information are “forward-looking
statements.” Forward-looking statements give current expectations or forecasts of future events and are not guarantees of
future performance. Forward-looking statements are based upon the beliefs and assumptions of, and on information available to,
the management of Macy’s at the time such statements are made. The following are or may constitute forward-looking statements:
(i) statements preceded by, followed by or that include the words “may,” “will,” “could,”
“should,” “believe,” “expect,” “future,” “potential,” “anticipate,”
“intend,” “plan,” “think,” “estimate” or “continue” or the negative
or other variations thereof, and (ii) statements regarding matters that are not historical facts. Such forward-looking statements
are subject to various risks and uncertainties, including risks and uncertainties relating to:
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·
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the effects
of the weather, natural disasters, and health pandemics, including the novel coronavirus
(“COVID-19”), on Macy’s business, including the ability to reopen stores,
customer demand and its supply chain, as well as its consolidated results of operation,
financial position and cash flows;
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·
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the possible
invalidity of the underlying beliefs and assumptions;
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·
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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;
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·
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the success
of Macy’s operational decisions, such as product sourcing, merchandise mix and
pricing, and marketing, and strategic initiatives, such as Growth stores, Backstage on-mall
off-price business, and vendor direct expansion;
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·
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general consumer-spending
levels, including the impact of changes in general economic conditions, consumer disposable
income levels, consumer confidence levels, the availability, cost and level of consumer
debt, and the costs of basic necessities and other goods;
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·
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competitive
pressures from department stores, specialty stores, general merchandise stores, manufacturers’
outlets, off-price and discount stores, and all other retail channels, including the
Internet, catalogs and television;
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·
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Macy’s
ability to remain competitive and relevant as consumers’ shopping behaviors migrate
to other shopping channels and to maintain its brand and reputation;
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·
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possible systems
failures and/or security breaches, including any security breach that results in the
theft, transfer or unauthorized disclosure of customer, employee or company information,
or the failure to comply with various laws applicable to Macy’s in the event of
such a breach;
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·
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the cost of
employee benefits as well as attracting and retaining quality employees;
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·
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transactions
and strategy involving Macy’s real estate portfolio;
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·
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the seasonal
nature of Macy’s business;
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·
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conditions
to, or changes in the timing of, proposed transactions, and changes in expected synergies,
cost savings and non-recurring charges;
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·
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the potential
for the incurrence of charges in connection with the impairment of intangible assets,
including goodwill;
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·
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possible changes
or developments in social, economic, business, industry, market, legal and regulatory
circumstances and conditions;
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·
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possible actions
taken or omitted to be taken by third parties, including customers, suppliers, business
partners, competitors and legislative, regulatory, judicial and other governmental authorities
and officials;
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·
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changes in
relationships with vendors and other product and service providers;
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·
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currency, interest
and exchange rates and other capital market, economic and geo-political conditions;
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·
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unstable political
conditions, civil unrest, terrorist activities and armed conflicts;
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·
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the
possible inability of Macy’s manufacturers or transporters to deliver products
in a timely manner or meet Macy’s quality standards;
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·
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Macy’s
reliance on foreign sources of production, including risks related to the disruption
of imports by labor disputes, regional and global health pandemics, and regional political
and economic conditions; and
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·
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duties,
taxes, other charges and quotas on imports.
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All subsequent
written and oral forward-looking statements attributable to us or any person acting on our behalf concerning the matters addressed
in this Current Report on Form 8-K could affect our financial results and cause our actual results to differ materially from any
forward-looking information we may provide. Given these risks, uncertainties and other factors, you should not place undue reliance
on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of
the date hereof. You should read this Current Report on Form 8-K completely and with the understanding that our actual future
results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary
statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update
the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information
becomes available in the future.
Macy’s,
Inc.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MACY’S, INC.
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Dated: May 26, 2020
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By:
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/s/ Elisa D. Garcia
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Name: Elisa D. Garcia
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Title: Chief Legal Officer and Secretary
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