Macy’s, Inc. (NYSE: M) (“Macy’s”) announced today the final
results, as of 11:59 p.m., New York City time, on July 24, 2020
(the “Expiration Date”), of the previously announced (A) offers by
its wholly-owned subsidiary, Macy’s Retail Holdings, LLC (“MRH”),
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validly tendered (and not validly withdrawn) outstanding 6.65%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be issued by MRH for validly tendered (and not validly withdrawn)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not validly withdrawn) outstanding 8.75% Senior Debentures due 2029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validly tendered (and not validly withdrawn) outstanding 7.875%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be issued by MRH for validly tendered (and not validly withdrawn)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MRH for validly tendered (and not validly withdrawn) outstanding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”) and (B) consent solicitations 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”).
Exchange Offers
As of the Expiration Date, pursuant to the Exchange Offers, MRH
received from eligible holders valid and unrevoked tenders and
related consents of (i) $80,811,000 aggregate principal amount of
outstanding Old 2024 Notes, representing approximately 66.46% of
such notes, (ii) $73,892,000 aggregate principal amount of
outstanding Old 2028 Notes, representing approximately 71.81% of
such notes, (iii) $13,000,000 aggregate principal amount of
outstanding Old 2029 Notes, representing approximately 98.85% of
such notes, (iv) $4,686,000 aggregate principal amount of
outstanding Old 2030 Notes, representing approximately 47.34% of
such notes, (v) $5,339,000 aggregate principal amount of
outstanding Old 2032 Notes, representing approximately 31.32% of
such notes, and (vi) $182,698,000 aggregate principal amount of
outstanding Old 2034 Notes, representing approximately 90.98% of
such notes.
MRH intends to accept for exchange all such tendered Old Notes
in exchange for the same aggregate principal amount of the
corresponding series of New Notes on the settlement date, which is
expected to occur on July 28, 2020, subject to the terms of the
relevant Exchange Offer. Following such settlement, the aggregate
principal amount of (i) Old 2024 Notes outstanding will be
$40,776,000, (ii) Old 2028 Notes outstanding will be $29,005,000,
(iii) Old 2029 Notes outstanding will be $151,000, (iv) Old 2030
Notes outstanding will be $5,212,000, (v) Old 2032 Notes
outstanding will be $11,707,000 and (vi) Old 2034 Notes outstanding
will be $18,105,000.
Consent Solicitations
As of the Expiration Date, pursuant to the Consent
Solicitations, MRH received consents from holders of (i)
$84,598,000 aggregate principal amount of outstanding Old 2024
Notes, representing approximately 69.58% of such notes, (ii)
$77,124,000 aggregate principal amount of outstanding Old 2028
Notes, representing approximately 74.95% of such notes, (iii)
$13,050,000 aggregate principal amount of outstanding Old 2029
Notes, representing approximately 99.23% of such notes, (iv)
$5,173,000 aggregate principal amount of outstanding Old 2030
Notes, representing approximately 52.26% of such notes, (v)
$5,897,000 aggregate principal amount of outstanding Old 2032
Notes, representing approximately 34.59% of such notes, and (vi)
$185,004,000 aggregate principal amount of outstanding Old 2034
Notes, representing approximately 92.13% of such notes. As of the
Expiration Date, the aggregate principal amount of Old Notes and
related consents validly tendered and not validly withdrawn was
$370,846,000, representing approximately 79.69% of the Old
Notes.
As previously announced, the requisite consents for the Proposed
Amendments were obtained as of 5:00 PM on July 10, 2020 and the
supplemental indenture containing the Proposed Amendments (the
“Supplemental Indenture”) was previously executed with the trustee
under the Existing Indenture. The Supplemental Indenture will not
be operative until the previously announced consent fee has been
paid and all other conditions to the Consent Solicitations have
been satisfied or waived. The consent fee is expected to be paid on
July 28, 2020.
The Exchange Offers and Consent Solicitations were 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, as amended by the press release issued by the Company on
July 13, 2020 (collectively, with the Exchange Offering Memorandum
and the Consent Solicitation, the “Offering Documents”).
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).
The dealer manager for the Exchange Offers and the solicitation
agent for the Consent Solicitations is:
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue New York, New York 10010 Collect: (212)
325-2476 U.S. Toll Free: (800) 820-1653 Attention: Liability
Management Group
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. 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.
Forward-Looking Statements
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
effects of the novel coronavirus (COVID-19) on customer demand, its
supply chain as well as its consolidated results of operation,
financial position and cash flows, Macy’s ability to successfully
implement its Polaris strategy and restructuring, including the
ability to realize the anticipated benefits within the expected
time frame or at all, conditions to, or changes in the timing of
proposed real estate and other transactions, prevailing interest
rates and non-recurring charges, the effect of potential changes to
trade policies, store closings, competitive pressures from
specialty stores, general merchandise stores, off-price and
discount stores, manufacturers’ outlets, the Internet, catalogs and
television shopping and general consumer spending levels, including
the impact of the availability and level of consumer debt, possible
systems failures and/or security breaches, the potential for the
incurrence of charges in connection with the impairment of
intangible assets, including goodwill, Macy’s reliance on foreign
sources of production, including risks related to the disruption of
imports by labor disputes, regional or global health pandemics, and
regional political and economic conditions, the effect of weather
and other factors identified in documents filed by the company with
the Securities and Exchange Commission, including under the
captions “Forward-Looking Statements” and “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended February 1,
2020, and “The recent outbreak of COVID-19 has had and will
continue to have a significant negative impact on the Company’s
business and financial results” in the Company’s Quarterly Report
on Form 10-Q for the quarter ended May 2, 2020. 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.
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Investors – Mike McGuire investors@macys.com
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