CINCINNATI--(BUSINESS WIRE)--Nov. 28, 2018--
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.
CUSIP Number
|
|
Title of Security
|
|
Original Issuer (1)
|
|
Aggregate Principal Amount Outstanding
|
|
Acceptance Priority Level
|
|
Early Tender Premium (2)
|
|
Reference U.S. Treasury Security
|
|
Bloomberg Reference Page
|
|
Fixed Spread (basis points)
|
|
Hypothetical Total Tender Offer Consideration (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).

View source version on businesswire.com: https://www.businesswire.com/news/home/20181128005734/en/
Source: Macy’s, Inc.
Media – Blair Fasbender Rosenberg 646-429-6032 media@macys.com
Investors – Monica Koehler 513-579-7780 investors@macys.com
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