Macy’s begins tender offer for up to $600 million notes from 16 series

By Sarah Lizee

Olympia, Wash., Nov. 28 – Macy’s, Inc.’s wholly owned subsidiary Macy’s Retail Holdings, Inc. started a cash tender offer to purchase up to $600 million in total principal amount of 16 series of its outstanding debentures and notes, according to a press release.

The notes include the following, listed in order of priority:

• $285,288,000 of 6.65% senior debentures due 2024 with pricing to be set using the 2.875% Treasury due Oct. 31, 2023 plus 180 basis points;

• $18,151,000 of 8.75% senior debentures due 2029 with pricing to be set using the 3.125% Treasury due Nov. 15, 2028 plus 325 bps;

• $12,193,000 of 7.875% senior debentures due 2030 with pricing to be set using the 3.125% Treasury due Nov. 15, 2028 plus 325 bps;

• $27,477,000 of 6.9% senior debentures due 2032 with pricing to be set using the 3.125% Treasury due Nov. 15, 2028 plus 325 bps;

• $235,377,000 of 6.7% senior debentures due 2034 with pricing to be set using the 3% Treasury due Aug. 15, 2048 plus 320 bps;

• $226,560,000 of 6.375% senior notes due 2037 with pricing to be set using the 3% Treasury due Aug. 15, 2048 plus 320 bps;

• $306,150,000 of 6.9% senior debentures due 2029 with pricing to be set using the 3.125% Treasury due Nov. 15, 2028 plus 285 bps;

• $136,556,000 of 6.7% senior debentures due 2028 with pricing to be set using the 3.125% Treasury due Nov. 15, 2028 plus 285 bps;

• $270,857,000 of 7% senior debentures due 2028 with pricing to be set using the 3.125% Treasury due Nov. 15, 2028 plus 275 bps;

• $165,442,000 of 6.79% senior debentures due 2027 with pricing to be set using the 3.125% Treasury due Nov. 15, 2028 plus 270 bps;

• $470 million of 4.5% senior notes due 2034 with pricing to be set using the 3% Treasury due Aug. 15, 2048 plus 310 bps;

• $24,265,000 of 7.6% senior debentures due 2025 with pricing to be set using the 3.125% Treasury due Nov. 15, 2028 plus 220 bps;

• $250 million of 5.125% senior notes due 2042 with pricing to be set using the 3% Treasury due Aug. 15, 2048 plus 340 bps;

• $750 million of 2.875% senior notes due 2023 with pricing to be set using the 2.875% Treasury due Oct. 31, 2023 plus 160 bps;

• $400 million of 4.375% senior notes due 2023 with pricing to be set using the 2.875% Treasury due Oct. 31, 2023 plus 165 bps; and

• $500 million of 3.625% senior notes due 2024 with pricing to be set using the 2.875% Treasury due Oct. 31, 2023 plus 180 bps.

The tender offer will expire at 11:59 p.m. ET on Dec. 26.

Holders who tender their notes by 5 p.m. ET on Dec. 11, the early tender date, will be eligible to receive the total tender offer consideration, which includes an early tender premium of $30 per $1,000 principal amount.

Holders who tender their notes after the early tender date will receive the late tender offer consideration, which is the total consideration less the early tender premium.

Pricing will be calculated at 11 a.m. ET on Dec. 12.

The company will also pay accrued interest to the settlement date, which is expected to be Dec. 13 for early tendered notes and Dec. 27 for any final tenders.

If the amount of notes tendered by the early tender date exceeds the tender cap, holders who tender notes after the early deadline will not have any of their notes accepted for purchase.

Tenders may be withdrawn prior to 5 p.m. ET on Dec. 11 but not after.

BofA Merrill Lynch (888 292-0070), Credit Suisse Securities (USA) LLC (800 820-1653), J.P. Morgan Securities LLC (866 834-4666) and Wells Fargo Securities, LLC (866 309-6316) are the dealer managers for the tender offer. D.F. King & Co., Inc. (212 269-5550, 866 406-2284 or macys@dfking.com) is the tender agent and information agent.

The department store chain is based in Cincinnati.

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