Macy’s tender offers on six note series oversubscribed by early date

By Taylor Fox

New York, March 16 – Macy’s Inc.’s wholly owned subsidiary, Macy’s Retail Holdings, LLC, announced the early results of its cash tender offer to purchase up to $500 million of six series of outstanding notes, according to a news release.

Specifically, the company has accepted the following notes tendered as of the 5 p.m. ET March 15 early tender date, with the series listed by acceptance priority level:

• All $155,882,000 tendered 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. The series was originally subject to a $150 million tender cap, but that cap has been eliminated;

• All $49,207,000 tendered of the $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;

• All $4,422,000 tendered of the $24,265,000 outstanding 7.6% senior debentures due 2025 (Cusip: 577778AZ6) for a total consideration of $1,060 per $1,000 of notes;

• All $4,508,000 tendered of the $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;

• $150 million of the $196,995,000 tendered of the $500 million outstanding 3 5/8% senior notes due 2024 (Cusip: 55616AXL1) for a total consideration of $1,015 per $1,000 of notes. The series is subject to a $150 million tender cap; and

• $135,595,000 of the $286,912,000 tendered of the $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 the early tender date.

The company will also pay accrued interest to but excluding the applicable settlement date, which will be March 17 for the early tendered notes.

The offer is set to expire at 11:59 p.m. ET March 29. However, because the maximum tender amount was exceeded as of the early tender date, no notes tendered after the early tender date will be accepted for purchase.

Macy’s also solicited consents from holders of the 7.6% debentures due 2025 to amend the indenture governing the debentures, namely to eliminate substantially all restrictive covenants, some events of default and other provisions.

As of the early tender date, Macy’s had not received the required consents, and the solicitation has expired.

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

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

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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