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Lowe's Announces The Early Results Of Its Cash Tender Offer For Up To $1.6 Billion Aggregate Principal Amount Of Certain Of Its Outstanding Debt Securities

MOORESVILLE, N.C., May 3, 2017 /PRNewswire/ -- Lowe's Companies, Inc. (NYSE: LOW) (the "Company") today announced the early results of its previously announced cash tender offer (the "Tender Offer") for up to $1.6 billion combined aggregate principal amount (the "Maximum Tender Amount") of its outstanding notes (collectively, the "Notes") in the priorities set forth in the table below. The terms and conditions of the Tender Offer are described in the Company's Offer to Purchase, dated April 19, 2017 (the "Offer to Purchase"), and the related Letter of Transmittal. As previously announced, the purpose of the Tender Offer is to reduce the outstanding debt represented by the Notes purchased in the Tender Offer and reduce the Company's future interest expense. 

As of 5:00 p.m., New York City time, on May 2, 2017 (the "Early Tender Deadline"), the principal amounts of the Notes listed in the table below had been validly tendered and not validly withdrawn.

Title of
Security

CUSIP
Numbers

Principal
Amount
Outstanding

Principal
Amount
Tendered (1)

Acceptance
Priority Level

Reference
U.S. Treasury
Security

Early Tender
Premium (per
$1,000)

Fixed Spread
(basis points)

7.110% Notes
due 2037

54866NBJ7

$100,000,000

$59,180,000

1

2.875% U.S.
Treasury due
November
15, 2046

$30.00

85

6.650% Notes
due 2037

548661CP0

$500,000,000

$270,040,000

2

2.875% U.S.
Treasury due
November
15, 2046

$30.00

85

5.800% Notes
due 2036

548661CL9

$450,000,000

$159,894,000

3

2.875% U.S.
Treasury due
November
15, 2046

$30.00

85

5.500% Notes
due 2035

548661CJ4

$500,000,000

$156,085,000

4

2.875% U.S.
Treasury due
November
15, 2046

$30.00

80

5.800% Notes
due 2040

548661CR6

$500,000,000

$270,092,000

5

2.875% U.S.
Treasury due
November
15, 2046

$30.00

90

5.125% Notes
due 2041

548661CU9

$500,000,000

$347,865,000

6

2.875% U.S.
Treasury due
November
15, 2046

$30.00

90

5.000% Notes
due 2043

548661DA2

$500,000,000

$203,049,000

7

2.875% U.S.
Treasury due
November
15, 2046

$30.00

90

6.875% Notes
due 2028

548661AH0

$300,000,000

$44,522,000

8

2.250% U.S.
Treasury due
February
15, 2027

$30.00

80

6.500% Notes
due 2029

548661AK3

$400,000,000

$134,054,000

9

2.250% U.S.
Treasury due
February
15, 2027

$30.00

80

4.625% Notes
due 2020

548661CQ8

$500,000,000

$218,587,000

10

1.500% U.S.
Treasury due
April
15, 2020

$30.00

15

 

(1)

As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer.

Pursuant to the terms of the Tender Offer, the amount of Notes that will be accepted for purchase is subject to the Maximum Tender Amount.  The amounts of each series of Notes that will be accepted for purchase by the Company will be determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level, and the proration procedures described in the Offer to Purchase so as not to exceed the Maximum Tender Amount.

The Company expects to determine the pricing terms for the Tender Offer at 11 a.m., New York City time, on May 3, 2017. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on May 16, 2017.  However, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Deadline for which the aggregate principal amount exceeds the Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline.

Notes not accepted for purchase by the Company in the Tender Offer will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company or otherwise returned in accordance with the Offer to Purchase and Letter of Transmittal.

The Company's obligation to accept for purchase, and pay for, any Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer is conditioned on the satisfaction or waiver by the Company of the conditions described in the Offer to Purchase. 

Information Relating to the Tender Offer

BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as the lead dealer managers for the Tender Offer, and Goldman, Sachs & Co., Inc. and U.S. Bancorp Investments, Inc. are acting as co-dealer managers.  The information agent and tender agent is D.F. King & Co., Inc.  Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting D.F. King & Co., Inc. at (866) 721-1211 (toll-free), (212) 269-5550 (banks and brokers) or lowes@dfking.com.  Questions regarding the Tender Offer should be directed to BofA Merrill Lynch, Liability Management Group, at (980) 387-3907 (collect) or (888) 292-0070 (toll-free) or J.P. Morgan Securities LLC, Liability Management Group, at (212) 834-3833 (collect) or (866) 834-4666 (toll-free).  This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.  The Tender Offer is being made only pursuant to an Offer to Purchase dated April 19, 2017 and a related Letter of Transmittal, which set forth the terms and conditions of the Tender Offer, and only in such jurisdictions as is permitted under applicable law.

Disclosure Regarding Forward-Looking Statements

Included herein are forward-looking statements, including statements with respect to an anticipated financing. There are many factors that affect management's views about future events and trends of the business and operations of the Company, all as more thoroughly described in the Company's filings with the Securities and Exchange Commission.  The Company does not undertake any obligation to update forward-looking information included in this release or any of its public filings.

About Lowe's

Lowe's Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 home improvement company serving more than 17 million customers a week in the United States, Canada and Mexico. With fiscal year 2016 sales of $65.0 billion, Lowe's and its related businesses operate or service 2,365 home improvement and hardware stores and employ over 290,000 people. Founded in 1946 and based in Mooresville, N.C., Lowe's supports the communities it serves through programs that focus on K-12 public education and community improvement projects. For more information, visit www.Lowes.com.

 

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/lowes-announces-the-early-results-of-its-cash-tender-offer-for-up-to-16-billion-aggregate-principal-amount-of-certain-of-its-outstanding-debt-securities-300450530.html

SOURCE Lowe's Companies, Inc.

Shareholders'/Analysts' Inquiries: Tiffany Mason, 704-758-2033, tiffany.l.mason@lowes.com or Media Inquiries: Colleen Penhall, 704-758-2958, colleen.b.penhall@lowes.com