Macy’s ups tender cap to $750 million for 11 series as of early date; pricing set

By Susanna Moon

Chicago, Dec. 12 – Macy’s, Inc. said holders had tendered $1.51 billion of 16 series of notes in the capped tender offer by wholly owned subsidiary Macy’s Retail Holdings, Inc.

As announced Nov. 28, the company was offering to purchase up to $600 million principal amount of the 16 series.

The company has amended the offer to lift the cap to $750 million from $600 million, according to an update on Wednesday.

Macy’s accepted for purchase all of the first 10 series of notes, $103.38 million of the 11th series using a proration factor of 88.1% and none of the 12th through 16th series.

As of 5 p.m. ET on Dec. 11, the early tender date, holders had tendered the following amount of notes, listed in order of priority, with pricing set for each $1,000 principal amount:

• $163,701,000 of the $285,288,000 of 6.65% senior debentures due 2024 at a purchase price of $1,101.37 with pricing set using the 2.875% Treasury due Oct. 31, 2023 plus 180 basis points for a reference yield of 2.773%, and all of the tendered notes were accepted for purchase;

• $5 million of the $18,151,000 of 8.75% senior debentures due 2029 at a purchase price of $1,197.73 with pricing set using the 3.125% Treasury due Nov. 15, 2028 plus 325 bps for a reference yield of 2.901%, and all of the tendered notes were accepted for purchase;

• $12,193,000 of the $12,193,000 of 7.875% senior debentures due 2030 at a purchase price of $1,138.07 with pricing set using the 3.125% Treasury due Nov. 15, 2028 plus 325 bps for a reference yield of 2.901%, and all of the tendered notes were accepted for purchase;

• $10,431,000 of the $27,477,000 of 6.9% senior debentures due 2032 at a purchase price of $1,071.25 with pricing set using the 3.125% Treasury due Nov. 15, 2028 plus 325 bps for a reference yield of 2.901%, and all of the tendered notes were accepted for purchase;

• $34,574,000 of the $235,377,000 of 6.7% senior debentures due 2034 at a purchase price of $1,035.04 with pricing set using the 3% Treasury due Aug. 15, 2048 plus 320 bps for a reference yield of 3.142%, and all of the tendered notes were accepted for purchase;

• $34,028,000 of the $226.56 million of 6.375% senior notes due 2037 at a purchase price of $1,003.41 with pricing set using the 3% Treasury due Aug. 15, 2048 plus 320 bps for a reference yield of 3.142%, and all of the tendered notes were accepted for purchase;

• $114,354,000 of the $306.15 million of 6.9% senior debentures due 2029 at a purchase price of $1,088.26 with pricing set using the 3.125% Treasury due Nov. 15, 2028 plus 285 bps for a reference yield of 2.901%, and all of the tendered notes were accepted for purchase;

• $33,659,000 of the $136,556,000 of 6.7% senior debentures due 2028 at a purchase price of $1,069.99 with pricing set using the 3.125% Treasury due Nov. 15, 2028 plus 285 bps for a reference yield of 2.901%, and all of the tendered notes were accepted for purchase;

• $154.3 million of the $270,857,000 of 7% senior debentures due 2028 at a purchase price of $1,095.42 with pricing set using the 3.125% Treasury due Nov. 15, 2028 plus 275 bps for a reference yield of 2.901%, and all of the tendered notes were accepted for purchase;

• $94,275,000 of the $165,442,000 of 6.79% senior debentures due 2027 at a purchase price of $1,080.13 with pricing set using the 3.125% Treasury due Nov. 15, 2028 plus 270 bps for a reference yield of 2.901%, and all of the tendered notes were accepted for purchase; and

• $117,435,000 of the $470 million of 4.5% senior notes due 2034 at a purchase price of $825.26 with pricing set using the 3% Treasury due Aug. 15, 2048 plus 310 bps for a reference yield of 3.142%, and $103.38 million was accepted.

None of the following tendered notes were accepted for purchase:

• $5,909,000 of the $24,265,000 of 7.6% senior debentures due 2025;

• $108,471,000 of the $250 million of 5.125% senior notes due 2042;

• $342,253,000 of the $750 million of 2.875% senior notes due 2023;

• $112,831,000 of the $400 million of 4.375% senior notes due 2023; and

• $173,415,000 of the $500 million of 3.625% senior notes due 2024.

The tender offer was scheduled to continue until 11:59 p.m. ET on Dec. 26.

Holders who tendered their notes by the early tender date will receive the total tender offer amount, 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 price, which is the total amount less the early tender premium.

Pricing was set 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.

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

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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