Macy’s, Inc. (NYSE: M) today announced that its wholly owned
subsidiary, Macy’s Retail Holdings, Inc. (the “Company”), has
commenced a cash tender offer (the “Tender Offer”) to purchase up
to $600 million in aggregate principal amount (the “Maximum Tender
Offer Amount”) of its outstanding Notes listed in the table below,
in the order of priority shown in the table.
The terms and conditions of the Tender Offer are described in an
Offer to Purchase dated November 28, 2018 (the “Offer to
Purchase”). The Tender Offer is subject to the satisfaction of
certain conditions as set forth in the Offer to Purchase.
Capitalized terms used in this press release and not defined herein
have the meanings given to them in the Offer to Purchase.
CUSIPNumber
Title of Security
OriginalIssuer (1)
AggregatePrincipalAmountOutstanding
AcceptancePriorityLevel
EarlyTenderPremium(2)
Reference U.S.Treasury
Security
BloombergReferencePage
FixedSpread(basispoints)
HypotheticalTotal
TenderOfferConsideration(2)(3)(4)
577778CB7 6.65% Senior Debentures due 2024 May
$285,288,000
1
$30
2.875% U.S. Treasury due 10/31/2023 FIT1 180
$1,095.07 577778BL6 8.75% Senior Debentures due 2029 May
$18,151,000 2 $30 3.125% U.S. Treasury due 11/15/2028 FIT1 325
$1,183.97 577778BK8 7.875% Senior Debentures due 2030 May
$12,193,000 3 $30 3.125% U.S. Treasury due 11/15/2028 FIT1 325
$1,124.06 577778BQ5 6.9% Senior Debentures due 2032 May $27,477,000
4 $30 3.125% U.S. Treasury due 11/15/2028 FIT1 320 $1,056.26
577778CE1 6.7% Senior Debentures due 2034 May $235,377,000 5 $30
3.00% U.S. Treasury due 8/15/2048 FIT1 320 $1,017.57 314275AC2
6.375% Senior Notes due 2037 FRHI $226,560,000 6 $30 3.00% U.S.
Treasury due 8/15/2048 FIT1 320 $984.74 31410HAQ4 6.9% Senior
Debentures due 2029 FDSI $306,150,000 7 $30 3.125% U.S. Treasury
due 11/15/2028 FIT1 285 $1,075.21 577778BH5 6.7% Senior Debentures
due 2028 May $136,556,000 8 $30 3.125% U.S. Treasury due 11/15/2028
FIT1 285 $1,057.59 55616XAC1 7.0% Senior Debentures due 2028 FDSI
$270,857,000 9 $30 3.125% U.S. Treasury due 11/15/2028 FIT1 275
$1,083.36 55616XAB3 6.79% Senior Debentures due 2027 FDSI
$165,442,000 10 $30 3.125% U.S. Treasury due 11/15/2028 FIT1 270
$1,068.74 55616XAM9 4.5% Senior Notes due 2034 MRHI $470,000,000 11
$30 3.00% U.S. Treasury due 8/15/2048 FIT1 310 $809.88 577778AZ6
7.6% Senior Debentures due 2025 May $24,265,000 12 $30 3.125% U.S.
Treasury due 11/15/2028 FIT1 220 $1,126.67 55616XAG2 5.125% Senior
Notes due 2042 MRHI $250,000,000 13 $30 3.00% U.S. Treasury due
8/15/2048 FIT1 340 $814.38 55616XAH0 2.875% Senior Notes due 2023
MRHI $750,000,000 14 $30 2.875% U.S. Treasury due 10/31/2023 FIT1
160 $938.95 55616XAK3 4.375% Senior Notes due 2023 MRHI
$400,000,000 15 $30 2.875% U.S. Treasury due 10/31/2023 FIT1 165
$992.80 55616XAL1 3.625% Senior Notes due 2024 MRHI $500,000,000 16
$30 2.875% U.S. Treasury due 10/31/2023 FIT1 180 $948.92 (1)
A Series of Notes designated with “May” was originally issued by
The May Department Stores Company. A Series of Notes designated
with “FRHI” was originally issued by Federated Retail Holdings,
Inc. A Series of Notes designated with “FDSI” was originally issued
by Federated Department Stores, Inc. A Series of Notes designated
with “MRHI” was originally issued by the Company. (2) Per
$1,000 principal amount of Notes validly tendered on or before the
Early Tender Date, not validly withdrawn and accepted for purchase.
(3) Includes the Early Tender Premium of $30.00 per $1,000
principal amount of Notes for each Series as set forth in this
table. (4) Based on the reference yield of the Reference
U.S. Treasury Security (as set forth above) as of 11:00 a.m., New
York City time, on November 27, 2018, and an expected Early
Settlement Date of December 13, 2018.
The amounts of each Series of Notes that are purchased in the
Tender Offer will be determined in accordance with the priorities
identified in the column “Acceptance Priority Level” in the table
above with “1” having the highest priority. The Tender Offer will
expire at 11:59 p.m., New York City time, on December 26, 2018,
unless extended (such date and time, as the same may be extended,
the “Expiration Date”) or earlier terminated. In order to receive
the applicable Total Tender Offer Consideration, holders of Notes
subject to the Tender Offer must validly tender and not validly
withdraw their Notes on or before the Early Tender Date, which is
5:00 p.m., New York City time, on December 11, 2018, unless
extended. Holders of Notes subject to the Tender Offer who validly
tender their Notes after the Early Tender Date and on or before the
Expiration Date and whose Notes are accepted for purchase will
receive the applicable Late Tender Offer Consideration.
The applicable Total Tender Offer Consideration for each $1,000
in principal amount of Notes tendered and accepted for payment
pursuant to the Tender Offer will be determined in the manner
described in the Offer to Purchase. The 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 Reference U.S. Treasury Security specified in the table
above, as fully described in the Offer to Purchase. The
consideration will be calculated by the Dealer Managers for the
Tender Offer at 11:00 a.m., New York City time, on the business day
immediately following the Early Tender Date, unless extended (such
date and time, as the same may be extended, the “Price
Determination Date”). The Price Determination Date is expected to
be December 12, 2018. The Late Tender Offer Consideration is the
applicable Total Tender Offer Consideration minus the applicable
Early Tender Premium for each Series of Notes as set forth in the
table above.
In addition to the applicable Total Tender Offer Consideration
or applicable Late Tender Offer Consideration, as the case may be,
accrued and unpaid interest up to, but not including, the
applicable Settlement Date will be paid in cash on all validly
tendered Notes accepted for purchase in the Tender Offer. The
purchase price plus accrued and unpaid interest for Notes that are
validly tendered and not validly withdrawn on or before the Early
Tender Date and accepted for purchase will be paid by the Company
in same day funds promptly following the Early Tender Date (the
“Early Settlement Date”). The Company expects that the Early
Settlement Date will be December 13, 2018, the first business day
after the Price Determination Date. The purchase price plus accrued
and unpaid interest for Notes that are validly tendered after the
Early Tender Date and on or before the Expiration Date and accepted
for purchase will be paid by the Company in same day funds promptly
following the Expiration Date (the “Final Settlement Date”). The
Company expects that the Final Settlement Date will be December 27,
2018, the first business day after the Expiration Date, assuming
the Maximum Tender Offer Amount is not purchased on the Early
Settlement Date. No tenders will be valid if submitted after the
Expiration Date. If the Company purchases the Maximum Tender Offer
Amount of Notes on the Early Settlement Date, Holders who validly
tender Notes after the Early Tender Date but on or before the
Expiration Date will not have any of their Notes accepted for
purchase. Holders of Notes subject to the Tender Offer who validly
tender their Notes on or before the Early Tender Date may not
withdraw their Notes after 5:00 p.m., New York City time, on
December 11, 2018, unless extended (such date and time, as the same
may be extended, the “Withdrawal Date”), except in the limited
circumstances described in the Offer to Purchase. Holders of Notes
subject to the Tender Offer who validly tender their Notes after
the Withdrawal Date but on or before the Expiration Date may not
withdraw their Notes except in the limited circumstances described
in the Offer to Purchase.
The Company intends to use one or more of the following sources
to provide the total amount of funds required to purchase the Notes
sought pursuant to the Tender Offer, to pay all accrued and unpaid
interest on the Notes, and to pay all fees and expenses in
connection therewith: cash, cash equivalents, borrowings under a
credit facility and other available cash resources.
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 and the information in this
press release is qualified by reference to the Offer to Purchase
and related Letter of Transmittal dated November 28, 2018. 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/20181128005734/en/
Media – Blair Fasbender
Rosenberg646-429-6032media@macys.com
Investors – Monica
Koehler513-579-7780investors@macys.com
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