Macy’s, Inc. (NYSE:M) today announced that its wholly owned
subsidiary, Macy’s Retail Holdings, LLC (the “Company”), has
commenced a cash tender offer (the “Tender Offer”) to purchase up
to an aggregate principal amount of its outstanding notes listed in
the table below (collectively, the “Notes”) for a combined
aggregate purchase price of up to $220 million (excluding accrued
and unpaid interest, which also will be paid to, but excluding, the
applicable Settlement Date and excluding fees and expenses related
to the Tender Offer) (the “Maximum Tender Offer Amount”), 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 September 4, 2024 (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.
CUSIP Numbers
Title of Security
Aggregate Principal Amount
Outstanding
Acceptance Priority
Level
Tender Offer
Consideration(1)
Early Tender
Premium(2)
Total Tender Offer
Consideration(3)
55616XAB3
6.79% Senior Debentures due
2027
$71,167,000
1
$987.50
$30.00
$1,017.50
55616XAC1
7.00% Senior Debentures due
2028
$104,148,000
2
$985.00
$30.00
$1,015.00
55617LAC6
U5562LAB5
55617LAD4
6.70% Senior Exchanged Debentures
due 2028
$72,906,000
3
$950.00
$30.00
$980.00
577778BH5
6.70% Senior Debentures due
2028
$29,005,000
3
$950.00
$30.00
$980.00
31410HAQ4
6.90% Senior Debentures due
2029
$79,197,000
4
$952.50
$30.00
$982.50
55617LAP7
U5562LAG4
5.875% Senior Notes due 2029
$500,000,000
5
$962.50
$30.00
$992.50
55617LAE2
U5562LAC3
55617LAF9
8.75% Senior Exchanged Debentures
due 2029
$13,000,000
6
$1,010.00
$30.00
$1,040.00
577778BL6
8.75% Senior Debentures due
2029
$151,000
6
$1,010.00
$30.00
$1,040.00
55617LAQ5
U5562LAH2
5.875% Senior Notes due 2030
$425,000,000
7
$951.25
$30.00
$981.25
(1) Per $1,000 principal amount of Notes validly tendered and
accepted for purchase for each Series. Excludes accrued and unpaid
interest, which also will be paid to, but excluding, the applicable
Settlement Date.
(2) Per $1,000 principal amount of Notes validly tendered and
accepted for purchase for each Series (the “Early Tender
Premium”).
(3) Per $1,000 principal amount of Notes validly tendered on or
before the Early Tender Date, not validly withdrawn and accepted
for purchase for each Series. Includes the Early Tender Premium,
but excludes accrued and unpaid interest, which also will be paid
to, but excluding, the applicable Settlement Date.
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 and “7” having the
lowest priority. The Tender Offer may be subject to proration if
the aggregate principal amount of Notes that is validly tendered
and not validly withdrawn would otherwise cause the Maximum Tender
Offer Amount to be exceeded, with equal proration applied for Notes
having the same Acceptance Priority Level, if applicable.
The Tender Offer is subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase. The Tender Offer is not conditioned upon any minimum
amount of Notes being tendered, and the Tender Offer may be
amended, extended or terminated.
The Tender Offer will expire at 5:00 p.m., New York City time,
on October 2, 2024, 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
5:00 p.m., New York City time, on September 17, 2024, unless
extended (such date and time, as the same may be extended, the
“Early Tender Date”). 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 Tender Offer Consideration,
assuming the Maximum Tender Offer Amount is not purchased on the
Early Settlement Date (as defined below). If the Maximum Tender
Offer Amount is fully purchased as of the Early Settlement Date,
holders who validly tender Notes after the Early Tender Date will
not have any of their Notes accepted for purchase.
The applicable Total Tender Offer Consideration for each $1,000
in principal amount of Notes tendered at or prior to the Early
Tender Date and accepted for payment pursuant to the Tender Offer
is described in the table above. The 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 Tender Offer Consideration, as the case may be,
accrued and unpaid interest up to, but excluding, the applicable
Settlement Date (as defined below) will be paid in cash on all
validly tendered Notes accepted for purchase in the Tender Offer.
With respect to any valid tender of any 6.79% Senior Debentures due
2027, 7% Senior Debentures due 2028, 6.70% Senior Exchanged
Debentures due 2028, 6.70% Senior Debentures due 2028, 6.90% Senior
Debentures due 2029, 8.75% Senior Exchanged Debentures due 2029 or
8.75% Senior Debentures due 2029 (collectively, the “Eligible
Notes”) accepted for purchase by the Company, the Company will also
pay a soliciting broker fee of $2.50 per $1,000 principal amount of
such series of Eligible Notes to retail brokers that are
appropriately designated by their beneficial holder clients to
receive this fee (except for Eligible Notes tendered by a retail
broker for its own account), provided that such fee will only be
paid with respect to tenders by beneficial holders whose aggregate
principal amount of such series of Eligible Notes is $250,000 or
less. The Total Tender Offer Consideration 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 as early as
September 19, 2024. The Tender Offer Consideration 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” and
together with the Early Settlement Date, the “Settlement Dates”).
The Company expects that the Final Settlement Date will be October
4, 2024, 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 September 17, 2024, 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.
Wells Fargo Securities, BofA Securities, US Bancorp and UBS
Investment Bank are the Dealer Managers for the Tender Offer.
Global Bondholder Services Corporation is acting as Tender Agent
and Information Agent. Persons with questions regarding the Tender
Offer should contact Wells Fargo Securities at (collect) (704)
410-4759, (toll-free) (866) 309-6316 or by email to
liabilitymanagement@wellsfargo.com; BofA Securities at (collect)
(646) 743-0698 or (toll-free) (888) 292-0070; US Bancorp at
(collect) (917) 558-2756, (toll-free) (800) 479-3441 or by email to
liabilitymanagement@usbank.com; UBS Investment Bank at (collect)
(212) 882-5723 or (toll free) (833) 690-0971. Requests for copies
of the Offer to Purchase or questions regarding the tendering of
Notes should be directed to Global Bondholder Services Corporation
at (toll-free) (855) 654-2014, (for banks and brokers) (212)
430-3774 or by email to contact@gbsc-usa.com.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. Further, nothing
contained herein shall constitute a notice of redemption of 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. None of Macy’s, Inc. 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, Inc. 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.
About Macy’s, Inc.
Macy’s, Inc. (NYSE: M) is a trusted source for quality brands
through our iconic nameplates – Macy’s, Bloomingdale’s and
Bluemercury. Headquartered in New York City, our comprehensive
digital and nationwide footprint empowers us to deliver a seamless
shopping experience for our customers. For more information, visit
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. These risks and uncertainties include, but are not
limited to, the ability to complete the Tender Offer and general
market conditions which might affect the Tender Offer. 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 Macy’s ability to successfully
implement A Bold New Chapter strategy, 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 and catalogs 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, declines in credit card revenues, 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, inflation, and labor shortages, the amount and
timing of future dividends and share repurchases, our ability to
execute on our strategies or achieve expectations related to
environmental, social, and governance matters, and other factors
identified in documents filed by Macy’s with the Securities and
Exchange Commission, including under the captions “Forward-Looking
Statements” and “Risk Factors” in Macy’s Annual Report on Form 10-K
for the year ended February 3, 2024. 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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version on businesswire.com: https://www.businesswire.com/news/home/20240904550714/en/
Media – Chris Grams communications@macys.com
Investors – Pamela Quintiliano investors@macys.com
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