Macy’s, Inc. (NYSE: M) (“Macy’s”) announced today the
commencement by its wholly-owned subsidiary, Macy’s Retail
Holdings, LLC (“MRH”), of offers to eligible holders to exchange
(each, an “Exchange Offer” and, collectively, the “Exchange
Offers”) (i) new 6.65% Senior Secured Debentures due 2024 (“New
2024 Notes”) to be issued by MRH for validly tendered (and not
validly withdrawn) outstanding 6.65% Senior Debentures due 2024
issued by MRH (“Old 2024 Notes”), (ii) new 6.7% Senior Secured
Debentures due 2028 (“New 2028 Notes”) to be issued by MRH for
validly tendered (and not validly withdrawn) outstanding 6.7%
Senior Debentures due 2028 issued by MRH (“Old 2028 Notes”), (iii)
new 8.75% Senior Secured Debentures due 2029 (“New 2029 Notes”) to
be issued by MRH for validly tendered (and not validly withdrawn)
outstanding 8.75% Senior Debentures due 2029 issued by MRH (“Old
2029 Notes”), (iv) new 7.875% Senior Secured Debentures due 2030
(“New 2030 Notes”) to be issued by MRH for validly tendered (and
not validly withdrawn) outstanding 7.875% Senior Debentures due
2030 issued by MRH (“Old 2030 Notes”), (v) new 6.9% Senior Secured
Debentures due 2032 (“New 2032 Notes”) to be issued by MRH for
validly tendered (and not validly withdrawn) outstanding 6.9%
Senior Debentures due 2032 issued by MRH (“Old 2032 Notes”), and
(vi) new 6.7% Senior Secured Debentures due 2034 (“New 2034 Notes”
and, together with the New 2024 Notes, New 2028 Notes, New 2029
Notes, New 2030 Notes and New 2032 Notes, the “New Notes” and each
series, a “series of New Notes”) to be issued by MRH for validly
tendered (and not validly withdrawn) outstanding 6.7% Senior
Debentures due 2034 issued by MRH (“Old 2034 Notes” and, together
with the Old 2024 Notes, Old 2028 Notes, Old 2029 Notes, Old 2030
Notes and Old 2032 Notes, the “Old Notes” and each series, a
“series of Old Notes”). Each New Note issued in the Exchange Offers
for a validly tendered Old Note will have an interest rate and
maturity date that is identical to the interest rate and maturity
date of the tendered Old Note, as well as identical interest
payment dates and optional redemption prices. The New Notes will be
MRH’s and Macy’s general, senior obligations and will be secured by
a second-priority lien on the same collateral securing Macy’s
8.375% Senior Secured Notes due 2025 issued on June 8, 2020.
In addition, MRH is soliciting consents from holders of each
series of Old Notes (each, a “Consent Solicitation” and,
collectively, the “Consent Solicitations”) pursuant to the separate
Consent Solicitation Statement (as defined below) to adopt certain
proposed amendments to the indenture governing the Old Notes (the
“Existing Indenture”) to conform certain provisions in the negative
pledge covenant in the Existing Indenture to the provisions of the
negative pledge covenant in MRH’s most recent indenture (the
“Proposed Amendments”). Subject to the terms and conditions set
forth in the Consent Solicitation Statement, if the requisite
consent is received in accordance with the terms of the Existing
Indenture, the Existing Indenture will be amended with respect to
each affected series of Old Notes or all series of Old Notes
outstanding under the Existing Indenture, as applicable, and any
remaining Old Notes for that series not tendered and exchanged for
New Notes will be governed by the Existing Indenture as amended by
the Proposed Amendments. If an eligible holder tenders Old Notes of
any series in an Exchange Offer, such eligible holder will be
deemed to deliver its consent, with respect to the principal amount
of such tendered Old Notes, to the Proposed Amendments to the
Existing Indenture in the concurrent Consent Solicitations.
Holders of approximately 34% of the aggregate principal amount
of the Old Notes, and greater than 50% of the aggregate principal
amount of the Old 2034 Notes, have already agreed to tender their
Old Notes in the Exchange Offers and provide their consent to
support the Proposed Amendments.
The following table sets forth the Early Exchange Consideration
and Late Exchange Consideration for each series of Old Notes in the
Exchange Offers and the Consent Fee payable in the Consent
Solicitations:
Title of Series of
Notes
CUSIP / ISIN No.
Maturity Date
Principal Amount
Outstanding
Consent Fee, if delivered and
not revoked at or prior to the Consent Payment Date
Early Exchange Consideration,
if tendered and not withdrawn at or prior to the Early Tender
Date(1)
Late Exchange Consideration,
if tendered after the Early Tender Date and at or prior to the
Exchange Offer Expiration Date(1)
6.65% Senior Debentures due
2024
577778CB7 / US577778CB77
07/15/2024
$121,587,000
$20 cash payment for each $1,000
principal amount of Old 2024 Notes
$1,000 principal amount of New
2024 Notes
$950 principal amount of New 2024
Notes
6.7% Senior Debentures due
2028
577778BH5 / US577778BH56
09/15/2028
$102,897,000
$20 cash payment for each $1,000
principal amount of Old 2028 Notes
$1,000 principal amount of New
2028 Notes
$950 principal amount of New 2028
Notes
8.75% Senior Debentures due
2029
577778BL6 / US577778BL68
05/15/2029
$13,151,000
$20 cash payment for each $1,000
principal amount of Old 2029 Notes
$1,000 principal amount of New
2029 Notes
$950 principal amount of New 2029
Notes
7.875% Senior Debentures due
2030
577778BK8 / US577778BK85
03/01/2030
$9,898,000
$20 cash payment for each $1,000
principal amount of Old 2030 Notes
$1,000 principal amount of New
2030 Notes
$950 principal amount of New 2030
Notes
6.9% Senior Debentures due
2032
577778BQ5 / US577778BQ55
01/15/2032
$17,046,000
$20 cash payment for each $1,000
principal amount of Old 2032 Notes
$1,000 principal amount of New
2032 Notes
$950 principal amount of New 2032
Notes
6.7% Senior Debentures due
2034
577778CE1 / US577778CE17
07/15/2034
$200,803,000
$20 cash payment for each $1,000
principal amount of Old 2034 Notes
$1,000 principal amount of New
2034 Notes
$950 principal amount of New 2034
Notes
(1) Total principal amount of New Notes for each $1,000
principal amount of Old Notes accepted in the Exchange Offers,
exclusive of accrued and unpaid interest on the Old Notes accepted
in the Exchange Offers from the applicable latest interest payment
date on such Old Notes to, but not including, the applicable
Settlement Date, which will be paid by the Issuer in addition to
the Early Exchange Consideration or Late Exchange Consideration, as
applicable, to, but not including, the applicable Settlement
Date.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the confidential exchange offering memorandum (the “Exchange
Offering Memorandum”) and consent solicitation statement (the
“Consent Solicitation Statement”), as applicable, each dated June
23, 2020, and the related letter of transmittal with respect to the
Exchange Offers (collectively, with the Exchange Offering
Memorandum and the Consent Solicitation, the “Offering
Documents”).
Each Exchange Offer will expire on 11:59 p.m., New York City
time, on July 24, 2020 (as the same may be extended, the “Exchange
Offer Expiration Date”), unless terminated. To be eligible to
receive the Early Exchange Consideration (as defined below),
eligible holders must tender their Old Notes at or prior to 5:00
p.m., New York City time, on July 10, 2020 (the “Early Tender
Date”). The settlement date for the Exchange Offers is expected to
occur promptly after the Exchange Offer Expiration Date. MRH
reserves the right to elect an early settlement on any date after
the Early Tender Date and prior to the Exchange Offer Expiration
Date (the “Early Settlement Date”). Rights to withdraw tendered Old
Notes terminate at 5:00 p.m., New York City time, on July 10, 2020,
unless extended (the “Exchange Withdrawal Deadline”). The Early
Tender Date can be extended (i) independently of the Consent
Payment Date (as defined below) and (ii) independently of the
Exchange Withdrawal Deadline for such Exchange Offer and of the
Exchange Withdrawal Deadline and Early Tender Date with respect to
any other Exchange Offer. For each $1,000 principal amount of Old
Notes validly tendered and not validly withdrawn prior to the Early
Tender Date, eligible holders will be eligible to receive $1,000
principal amount of the New Notes of the applicable series (the
“Early Exchange Consideration”). For each $1,000 principal amount
of Old Notes validly tendered and not withdrawn after the Early
Tender Date and prior to the Exchange Offer Expiration Date,
eligible holders will be eligible to receive $950 principal amount
of the New Notes of the applicable series (the “Late Exchange
Consideration”).
In addition to the consideration described above, we will pay in
cash accrued and unpaid interest on the Old Notes accepted in the
Exchange Offers from the applicable latest interest payment date
to, but not including, the applicable Settlement Date. Interest on
a series of New Notes will accrue from the date of first issuance
of such series of New Notes. If we elect to have an Early
Settlement Date, any New Notes issued on the Final Settlement Date
will be issued with accrued interest up to, but not including, the
Final Settlement Date. The amount of such accrued interest will not
be deducted from the accrued and unpaid interest on the applicable
Old Notes otherwise payable by us in respect of such Old Notes
accepted for exchange.
Each Consent Solicitation will expire at 5:00 p.m., New York
City time, on July 10, 2020 (as the same may be extended, the
“Consent Expiration Date”), unless terminated. To be eligible to
receive the Consent Fee (as defined below), the holders must submit
their consent at or prior to 5:00 p.m., New York City time, on July
10, 2020 (the “Consent Payment Date”). Rights to withdraw consents
terminate at 5:00 p.m., New York City time, on July 10, 2020,
unless extended (the “Consent Withdrawal Deadline”). The Consent
Payment Date and Consent Expiration Date can be extended (i)
independently of the Early Tender Date and (ii) independently of
the Consent Withdrawal Deadline for such Consent Solicitation and
of the Consent Payment Date and Consent Withdrawal Deadline with
respect to any other Consent Solicitation. For each $1,000
principal amount of Old Notes validly submitted and not validly
revoked at or prior to the Consent Payment Date, eligible holders
of such Old Notes will be eligible to receive a Consent Fee of
$20.00 in cash (the “Consent Fee”). For the avoidance of doubt,
eligible holders of Old Notes who validly tendered and have not
validly withdrawn such Old Notes in the Exchange Offers at or prior
to the Early Tender Date will be deemed to deliver their consents
to the Proposed Amendments and will also be eligible to receive the
Consent Fee in connection with such tendered Old Notes.
The consents of the holders of at least a majority in principal
amount of the outstanding Old Notes are required pursuant to the
terms of the Existing Indenture for the Proposed Amendments to be
approved and binding on all of the holders and any subsequent
holders of the Old Notes; provided, however, that the consents of
the holders of at least a majority in principal amount of any
series of Old Notes will be sufficient for the Proposed Amendments
to be approved and binding on the holders of each such series of
Old Notes and any subsequent holder of each such series of Old
Notes (such consents, the “Requisite Consents”).
Each Exchange Offer is subject to the satisfaction or waiver of
certain conditions set forth in the Exchange Offering Memorandum,
including, without limitation, obtaining the Requisite Consents (as
defined herein) for such Exchange Offer (the “Consent Condition”).
The conditions described in the Exchange Offering Memorandum,
including, for the avoidance of doubt, the Consent Condition, are
for MRH’s sole benefit and may be asserted by MRH or may be waived
by MRH, including any action or inaction by MRH giving rise to any
condition, in whole or in part at any time and from time to time
prior to the Exchange Offer Expiration Date (or the Early
Settlement Date, as the case may be) in its sole discretion.
Documents relating to the Exchange Offers will be distributed
only to eligible holders of Old Notes who complete and return an
eligibility form confirming that they are either (i) a “qualified
institutional buyer” as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), (ii) not a “U.S.
person” as defined in Rule 902 under the Securities Act and outside
the United States within the meaning of Regulation S under the
Securities Act, or (iii) an “accredited investor” as defined in
Rule 501 under the Securities Act. The complete terms and
conditions of the Exchange Offers are described in the Exchange
Offering Memorandum, copies of which may be obtained by contacting
Ipreo LLC and the exchange agent in connection with the Exchange
Offers, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880 (banks
and brokers). The eligibility form is available electronically at:
Ipreo-ExchangeOffer@ihsmarkit.com. Holders of Old Notes that are
not eligible holders will not be able to receive such
documents.
Documents relating to the Consent Solicitations will be
distributed to any holders of Old Notes who requests a copy. The
complete terms and conditions of the Consent Solicitations are
described in the Consent Solicitation Statement, copies of which
may be obtained by contacting Ipreo LLC, the information agent in
connection with the Consent Solicitations, at (888) 593-9546 (U.S.
toll-free) or (212) 849-3880 (banks and brokers).
This news release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Exchange Offering Memorandum and
Consent Solicitation Statement and letter of transmittal and only
to such persons and in such jurisdictions as are permitted under
applicable law.
The New Notes offered in the Exchange Offers have not been
registered under the Securities Act or any state securities laws.
Therefore, the New Notes may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
About Macy’s, Inc.
Macy’s, Inc. (NYSE: M) is one of the nation’s premier
omni-channel fashion retailers, with fiscal 2019 sales of $24.6
billion. The company comprises three retail brands, Macy’s,
Bloomingdales and Bluemercury. Macy’s, Inc. is headquartered in New
York, New York. For more information, please visit
www.macysinc.com.
Certain statements in this press release, including those
describing the Exchange Offers and Consent Solicitations, 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 managements 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 press release because
of a variety of factors, including the factors identified in the
Offering Documents and 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/20200623005918/en/
Media – Blair Rosenberg media@macys.com
Investors – Mike McGuire investors@macys.com
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