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”), to purchase up to an amended Maximum Tender
Offer Amount (as defined below) of the outstanding debt securities
identified in the table below (collectively, the “Notes”), in the
order of priority and subject to the tender caps shown in the
table. 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 $450
million to $525 million. The combined tender cap for the 4.375%
Senior Notes due 2023 and 2.875% Senior Notes due 2023 and the
tender cap for the 3.875% Senior Notes due 2022 will remain
unchanged, as set forth in the table below.
As of 5:00 p.m., New York City time, on December 16, 2019 (the
“Early Tender Date”), approximately $1.82 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withdrawn.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series of Notes validly tendered and not validly withdrawn and the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:
CUSIP Number
Title of Security
Acceptance Priority
Level
Principal Amount Outstanding
Prior to the Tender Offer
Tender Cap (1)
Principal Amount Tendered
(2)
Principal Amount Accepted for
Purchase
Final Proration Factor
(3)
55616XAK3
4.375% Senior Notes due 2023
1
$400,000,000
$300,000,000
$189,827,000
$189,827,000
100%
55616XAH0
2.875% Senior Notes due 2023
2
$750,000,000
$256,089,000
$110,168,000
43.1%
55616XAF4
3.875% Senior Notes due 2022
3
$550,000,000
$100,000,000
$226,253,000
$99,997,000
44.3%
31410HAQ4
6.90% Senior Debentures due
2029
4
$191,796,000
N/A
$112,599,000
$112,599,000
100%
55616XAC1
7.0% Senior Debentures due
2028
5
$116,557,000
N/A
$27,984,000
$12,409,000
44.5%
55616XAB3
6.79% Senior Debentures due
2027
6
$71,167,000
N/A
$10,213,000
$0
0%
577778BH5
6.70% Senior Debentures due
2028
7
$102,897,000
N/A
$20,548,000
$0
0%
314275AC2
6.375% Senior Notes due 2037
8
$192,532,000
N/A
$73,997,000
$0
0%
577778CE1
6.7% Senior Debentures due
2034
9
$200,803,000
N/A
$163,445,000
$0
0%
577778CB7
6.65% Senior Debentures due
2024
10
$121,587,000
N/A
$13,158,000
$0
0%
55616XAN7
3.450% Senior Notes due 2021
11
$500,000,000
N/A
$186,159,000
$0
0%
55616XAL1
3.625% Senior Notes due 2024
12
$500,000,000
N/A
$206,352,000
$0
0%
55616XAM9
4.500% Senior Notes due 2034
13
$366,620,000
N/A
$172,113,000
$0
0%
55616XAG2
5.125% Senior Notes due 2042
14
$250,000,000
N/A
$74,838,000
$0
0%
55616XAJ6
4.30% Senior Notes due 2043
15
$250,000,000
N/A
$88,359,000
$0
0%
(1)
The tender cap of $300,000,000
for the 4.375% Senior Notes due 2023 and the 2.875% Senior Notes
due 2023 represents the combined maximum aggregate principal amount
of 4.375% Senior Notes due 2023 and 2.875% Senior Notes due 2023
that will be purchased in the Tender Offer. The tender cap of
$100,000,000 for the 3.875% Senior Notes due 2022 represents the
maximum aggregate principal amount of 3.875% Senior Notes due 2022
that will be purchased in the Tender Offer.
(2)
As of the Early Tender Date.
(3)
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 December 3, 2019 (the
“Offer to Purchase”).
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.
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 10:00 a.m., New
York City time, today, December 17, 2019. 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
excluding, the early settlement date, which is currently expected
to be December 18, 2019. In accordance with the terms of the Tender
Offer, the withdrawal deadline was 5:00 p.m., New York City time,
on December 16, 2019. 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 December 31, 2019, 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 Securities, Inc., Credit Suisse Securities (USA) LLC, U.S.
Bancorp Investments, Inc. 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 Securities, Inc. at
(toll-free) (888) 292-0070 or collect at (980) 387-3907, Credit
Suisse Securities (USA) LLC at (U.S. toll-free) (800) 820-1653,
U.S. Bancorp Investments, Inc. at (U.S. toll-free) (877) 558-2607
and Wells Fargo Securities, LLC at (toll-free) (866) 309-6316.
Requests for copies of the Offer to Purchase or questions regarding
the tendering of Notes should be directed to D.F. King & Co.,
Inc. at (toll-free) (877) 864-5057, 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, 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 2018 sales of $24.971 billion and approximately 130,000
employees. Macy’s, Inc. operates approximately 680 department
stores under the nameplates Macy’s and Bloomingdale’s, and
approximately 190 specialty stores that include Bloomingdale’s The
Outlet, Bluemercury, and Macy’s Backstage. Macy’s, Inc. operates
stores in 43 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
headquarters 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 the
possible invalidity of the underlying beliefs and assumptions; 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; general consumer-spending
levels, including the impact of general economic conditions,
consumer disposable income levels, consumer confidence levels, the
availability, cost and level of consumer debt, the costs of basic
necessities and other goods and the effects of the weather or
natural disasters; competitive pressures from department and
specialty stores, general merchandise stores, manufacturers’
outlets, off-price and discount stores, and all other retail
channels, including the Internet, catalogs and television; Macy’s
ability to remain competitive and relevant as consumers’ shopping
behaviors migrate to other shopping channels and to maintain its
brand and reputation; 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; the cost of
employee benefits as well as attracting and retaining quality
employees; transactions and strategy involving Macy’s real estate
portfolio; the seasonal nature of Macy’s business; conditions to,
or changes in the timing of, proposed transactions, and changes in
expected synergies, cost savings and non-recurring charges; the
potential for the incurrence of charges in connection with the
impairment of intangible assets, including goodwill; possible
changes or developments in social, economic, business, industry,
market, legal, and regulatory circumstances and conditions;
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; changes in relationships with vendors
and other product and service providers; currency, interest and
exchange rates and other capital market, economic and geo-political
conditions; unstable political conditions, civil unrest, terrorist
activities and armed conflicts; the possible inability of Macy’s
manufacturers or transporters to deliver products in a timely
manner or meet Macy’s quality standards; Macy’s reliance on foreign
sources of production, including risks related to the disruption of
imports by labor disputes, regional health pandemics, and regional
political and economic conditions; duties, taxes, other charges and
quotas on imports; 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191217005478/en/
Media – Blair Rosenberg 646-429-6032
media@macys.com
Investors – Mike McGuire 513-579-7780
investors@macys.com
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