JCPenney Announces Pricing of Offering of Senior Secured Notes
June 09 2016 - 4:20PM
PLANO, Texas
(June 9, 2016) - J. C. Penney Company, Inc. (the "Company")
(NYSE: JCP) announced today that its wholly-owned subsidiary, J. C.
Penney Corporation, Inc. (the "Corporation," and together with the
Company, "J. C. Penney") has priced its private offering of $500
million aggregate principal amount of 5.875% senior secured notes
due 2023 (the "Notes"). The Notes will be guaranteed on a senior
secured basis, jointly and severally, by the Company and certain
domestic subsidiaries of the Corporation that will guarantee J. C.
Penney's $1.688 billion amended and restated senior secured term
loan facility, which J. C. Penney is seeking to enter into
concurrently with the offering of the Notes. The Notes were priced
at 100% of face amount for a yield to maturity of 5.875%. The
offering is expected to close on or about June 23, 2016, subject to
market and other conditions. J. C. Penney intends to use the net
proceeds from the offering of the Notes, together with borrowings
under the amended and restated senior secured term loan facility,
to repay the entire outstanding principal balance of J. C. Penney's
existing $2.25 billion five-year senior secured term loan that was
entered into in May 2013.
The Notes will be sold to
qualified institutional buyers in reliance on Rule 144A and outside
the United States to non-U.S. persons in reliance on Regulation S.
The Notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any Notes.
Forward-Looking
Statements
This release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995. Words such as "expect" and similar expressions identify
forward-looking statements, which include, but are not limited to,
statements regarding the offering and the timing of the closing of
the offering, the amended and restated term loan facility and the
anticipated use of proceeds from the offering and the amended and
restated term loan facility. 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
non-core 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 including
EMV chip technology, 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. Please refer to the Company's most
recent Form 10-K for a further discussion of risks and
uncertainties. Investors should take such risks into account and
should not rely on forward-looking statements when making
investment decisions. Any forward-looking statement made by us in
this press release is based only on information currently available
to us and speaks only as of the date on which it is made. We
do not undertake to update these forward-looking statements as of
any future date.
###
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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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