PLANO, Texas
(March 8, 2018) -- J. C. Penney Company,
Inc. (NYSE: JCP) (the "Company"), as co-obligor on the Securities
(as defined below), and J. C. Penney Corporation, Inc., a wholly
owned subsidiary of the Company ("JCP", and together with the
Company, "J. C. Penney"), as issuer of the Securities, announced
today the commencement of cash tender offers (collectively, the
"Tender Offers" and, each individually, with respect to a series of
Securities, the "Tender Offer" with respect to such series) by J.
C. Penney to purchase the (i) 8.125% Senior Notes due 2019 (the
"2019 Notes") in a principal amount of up to $95,000,000 (the "2019
Tender Cap") and (ii) 5.65% Senior Notes due 2020 (the "2020 Notes"
and, together with the 2019 Notes, the "Securities") in a principal
amount of up to $225,000,000 (the "2020 Tender Cap" and, together
with the 2019 Tender Cap, the "Tender Caps" and each, a "Tender
Cap"), as described in the table below:
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Tender Cap |
Base Consideration (1)(2) |
Early Tender Premium
(1) |
Total Consideration (1)(2) |
8.125%
Senior Notes due 2019 |
708160CA2 |
$175,000,000 |
$95,000,000 |
$1,050.50 |
$30.00 |
$1,080.50 |
5.65%
Senior Notes due 2020 |
708130AD1 |
$360,006,000 |
$225,000,000 |
$1,010.00 |
$30.00 |
$1,040.00 |
(1) Per $1,000 principal amount of
Securities.
(2) Excludes Accrued Interest (as defined below), which
will be paid in addition to the applicable Base Consideration or
the applicable Total Consideration, as applicable.
Certain
Information Regarding the Tender Offers
The Tender Offers commenced today
with respect to each of the series of Securities described in the
table above, upon the terms and subject to the conditions,
including the Financing Condition (as defined below), set forth 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"). The Tender Offers will expire at 11:59
p.m., New York City time, on April 4, 2018, unless J. C. Penney
extends the Tender Offer with respect to either series of
Securities (such date and time, as a Tender Offer with respect to a
series of Securities may be extended, the applicable "Expiration
Date" for such Tender Offer), unless earlier terminated.
Holders of a series of Securities that validly tender, and do not
validly withdraw at or prior to the applicable Withdrawal Deadline
(as defined below), their Securities of such series at or prior to
5:00 p.m., New York City time, on March 21, 2018 (such date
and time, as they may be extended with respect to a series of
Securities, the applicable "Early Tender Date" with respect to such
series of Securities), will be eligible to receive the applicable
Total Consideration for such series of Securities as set forth in
the table above per $1,000 principal amount of such series of
Securities, which is equal to the Base Consideration for such
series of Securities as set forth in the table above plus the
applicable Early Tender Premium for such series of Securities as
set forth in the table above, plus accrued and unpaid interest on
such Securities from the last interest payment date for such series
of Securities up to, but not including, the applicable settlement
date for such series of Securities ("Accrued Interest"). Holders of
Securities that validly tender their Securities after the
applicable Early Tender Date but at or prior to the applicable
Expiration Date, will only be eligible to receive the applicable
Base Consideration for such series of Securities plus Accrued
Interest for such series of Securities. Securities tendered
pursuant to the Tender Offers may be withdrawn at or prior to, but
not after, 5:00 p.m. New York City time, on March 21, 2018 (such
date and time, as they may be extended with respect to a series of
Securities, the applicable "Withdrawal Deadline").
If Securities of either series are
validly tendered and the principal amount of such tendered
Securities exceeds the Tender Cap for such series of Securities,
any principal amount of Securities of such series accepted for
payment and purchased, on the terms and subject to the conditions
of the Tender Offer for such series of Securities, will be prorated
based on the principal amount of validly tendered Securities of
that series, subject to the Tender Cap for such series of
Securities and any prior purchase of Securities on any Early
Settlement Date as described below.
Securities of a series that are
validly tendered at or prior to the applicable Early Tender Date
(and not validly withdrawn at or prior to the applicable Withdrawal
Deadline) will have priority over any Securities that are validly
tendered after the applicable Early Tender Date. Accordingly, if
the principal amount of either series of Securities validly
tendered at or prior to the applicable Early Tender Date (and not
validly withdrawn at or prior to the applicable Withdrawal
Deadline) equals or exceeds the Tender Cap for such series of
Securities, no Securities of that series validly tendered after the
Early Tender Date will be accepted for purchase.
J. C. Penney reserves the right,
but is under no obligation, on any day following the Early Tender
Date and prior to the applicable Expiration Date (any such day, an
"Early Settlement Date"), to accept for purchase and payment, or to
purchase and pay for, any Securities validly tendered prior to such
Early Settlement Date (and not withdrawn at or prior to the
applicable Withdrawal Deadline), subject to satisfaction or, as
applicable, waiver of the conditions to the Tender Offers,
including the Financing Condition.
Neither of the Tender Offers is
conditioned upon the tender of any minimum principal amount of the
Securities of either series or in the aggregate, and the purchase
of Securities of either series is not conditioned upon the purchase
of the other series of Securities, subject to acceptance for
purchase by J. C. Penney, upon the terms and subject to the
conditions set forth in the Offer to Purchase, subject to the
Tender Caps, and may be subject to proration, as more fully
described in the Offer Documents. Notwithstanding any other
provision of the Offer to Purchase, J. C. Penney's
obligation to accept for purchase, and to pay for, any Securities
validly tendered and not validly withdrawn pursuant to the Tender
Offers, subject to the Tender Caps, is conditioned upon, among
other conditions, the receipt by J. C. Penney of net cash
proceeds from its substantially concurrent debt financing in an
aggregate amount sufficient to pay the tender consideration for the
Tender Offers, including any fees and expenses to be paid in
connection therewith and any Accrued Interest (the "Financing
Condition").
J. C. Penney reserves the right,
subject to applicable law, to (i) waive any and all conditions to
any of the Tender Offers, including the Financing Condition,
in whole or with respect to either series of Securities, (ii)
extend the Early Tender Date, the Withdrawal Deadline or the
Expiration Date or terminate any of the Tender Offers, in whole or
with respect to either series of Securities, (iii) increase or
decrease the 2019 Tender Cap and/or the 2020 Tender Cap, or (iv)
otherwise amend any of the Tender Offers, in whole or with respect
to either series of Securities, in any respect, including to change
the consideration offered.
J. C. Penney's obligation to
accept for purchase and to pay for Securities validly tendered in
the Tender Offers is subject to the satisfaction or, as applicable,
waiver of certain conditions, including the Financing Condition, as
more fully described in the Offer to Purchase.
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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