J.C. Penney begins tender offer for 7 1/8% debentures due 2023

By Toni Weeks

San Luis Obispo, Calif., April 30 - J.C. Penney Co., Inc. subsidiary J.C. Penney Corp., Inc. began a cash tender offer and consent solicitation for any and all of its outstanding 7 1/8% debentures due 2023, according to a press release.

The total consideration will be $1,350 per $1,000 principal amount for notes tendered by 5 p.m. ET on May 13, the consent expiration. The amount includes a $50.00 consent payment.

Holders who tender their notes after the consent expiration but prior to the expiration date for the offer, 11:59 p.m. ET on May 28, will receive $1,300 per $1,000 of notes.

Holders will also receive accrued interest up to, but not including, the applicable payment date.

The company is soliciting consents to eliminate most of the restrictive covenants and some events of default and other provisions in the indenture governing the notes.

Holders who validly tender their notes by the consent expiration will be deemed to have consented to the proposed amendments. Tendered notes may be withdrawn at any time prior to the consent expiration.

Completion of the tender offer and consent solicitation is subject to certain conditions, including debt financing in an amount sufficient to pay the total consideration for the tendered notes.

If J.C. Penney does not receive sufficient consents to effect the proposed amendments, the company intends to satisfy and discharge under the indenture any and all notes not tendered.

Goldman Sachs & Co. (800 828-3182 or collect 212 902-5183) is the dealer manager and solicitation agent for the offer. D.F. King (800 290-6427 or banks and brokers call 212 269-5550) is the tender and information agent.

J.C. Penney is a Plano, Texas-based operator of department stores.

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