Macy’s begins tender offer for up to $500 million notes from six series

By Taylor Fox

New York, March 2 – Macy’s Inc.’s wholly owned subsidiary, Macy’s Retail Holdings, LLC, began a cash tender offer to purchase up to $500 million of six series of outstanding notes, according to a news release.

Specifically, the notes included in the offer, by acceptance priority level, are as follows:

• Up to $150 million of the $450,003,000 outstanding 3 7/8% senior notes due 2022 (Cusip: 55616XAF4) for a total consideration of $1,018.75 per $1,000 of notes;

• $210,173,000 outstanding 4 3/8% senior notes due 2023 (Cusip: 55616XAK3) for a total consideration of $1,030 per $1,000 of notes;

• $24,265,000 outstanding 7.6% senior debentures due 2025 (Cusip: 577778AZ6) for a total consideration of $1,060 per $1,000 of notes;

• $40,776,000 outstanding 6.65% senior debentures due 2024 (Cusip: 577778AZ6) for a total consideration of $1,037.50 per $1,000 of notes;

• Up to $150 million of the $500 million outstanding 3 5/8% senior notes due 2024 (Cusip: 55616AXL1) for a total consideration of of $1,015 per $1,000 of notes; and

• $639,832,000 outstanding 2 7/8% senior notes due 2023 (Cusip: 55616XAH0) for a total consideration of $1,015 per $1,000 of notes.

The total consideration includes an early tender premium of $30 per $1,000 of notes tendered by 5 p.m. ET on March 15, the early tender date.

Holders tendering after the early tender date will only be eligible to receive the tender offer consideration, which is the total consideration less the early tender premium.

The company will also pay accrued interest to but excluding the applicable settlement date.

Notes will be accepted according to acceptance priority level and subject to proration if the overall tender cap or any series sub-cap is exceeded.

Macy’s is also soliciting consents from holders of the 7.6% debentures due 2025 to amend the indenture governing the debentures. The proposed amendments would eliminate substantially all restrictive covenants, some events of default and other provisions.

Adoption of the proposed amendments requires the consent of holders of a majority of the outstanding principal amount of the 2025 debentures and only if those debentures are not subject to proration.

Holders who tender 2025 debentures will be deemed to have consented to the amendments for those 2025 debentures tendered.

No separate fee or other consideration will be offered for consents delivered under to the consent solicitation. The consent solicitation will expire on the early tender date.

The tender offer and consent solicitation are conditioned on the company completing a concurrent new notes offering for proceeds of at least $500 million.

The offer will expire at 11:59 p.m. ET March 29.

Early settlement may be as early as March 17. Final settlement will be on March 31.

Credit Suisse Securities (USA) LLC (212 325-2476, 800 820-1653), J.P. Morgan Securities LLC (866 834-2045, 866 834-2045), U.S. Bancorp Investments, Inc. (980 613-4472, 877 558-2607) and Wells Fargo Securities, LLC (704 410-4759, 866 309-6316; liabilitymanagement@wellsfargo.com) are the dealer managers, and Ipreo LLC (888 593-9546, 212 849-3880, ipeo-tenderoffer@ihsmarkit.com) is the tender agent and information agent.

Macy’s is a department store chain based in Cincinnati.

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