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Macy’s Announces Successful Completion Of Debt Tender Offer

Macy’s, Inc. (NYSE:M) today announced the closing of the cash tender offer by its wholly owned subsidiary, Macy’s Retail Holdings, Inc., to purchase up to $700 million in aggregate principal amount of its outstanding debt securities listed on the table below (the “Notes”).

“Through this transaction and our recent debt issuance, we have successfully improved our debt maturity profile and decreased our ongoing interest expense,” said Karen M. Hoguet, Macy’s, Inc. chief financial officer.

Macy’s, Inc. expects to record additional interest expense relating to the tender offer of approximately $133 million ($83 million after income taxes) prior to February 2, 2013. By completing the tender offer and related financing, Macy’s interest expense is anticipated to be reduced on a full year basis by $30 million.

An aggregate principal amount of $1,178,097,000 of Notes was validly tendered in the tender offer and not validly withdrawn. The table below identifies the principal amount of each series of Notes validly tendered and not validly withdrawn and the principal amount that Macy’s Retail Holdings has accepted for purchase:
CUSIP Number     Title of Security    

Acceptance Priority Level (1)

Aggregate Principal Amount Outstanding

Principal Amount Tendered

Principal Amount Accepted for Purchase

Final Proration Factor (2)
314275AA6 5.90% Senior Notes due 2016 1 $976,966,000 $696,175,000 $400,000,000 57.5%
577778BF9 7.45% Debentures due 2016 2 $122,700,000 $63,734,000 $63,734,000 100.0%
577778AX1 7.50% Debentures due 2015 3 $100,000,000 $31,011,000 $31,011,000 100.0%
55616XAE7 7.875% Senior Notes due 2015 4 $611,875,000 $387,177,000 $205,255,000 53.0%

(1) The 5.90% Senior Notes due 2016 were subject to a maximum principal amount limitation of $400 million in the tender offer.

(2) The final proration factors have been rounded to the nearest tenth of a percentage point for presentation purposes.

The amount of each series of Notes purchased was determined under the terms and conditions of the tender offer as set forth in the Offer to Purchase, dated October 29, 2012, as modified by Macy’s press release, dated November 13, 2012. Because the maximum aggregate principal amount of $700 million for the tender offer was exceeded, and the maximum aggregate principal amount of $400 million for the 5.90% Senior Notes due 2016 was also exceeded, Macy’s Retail Holdings did not accept all of the Notes tendered for purchase.

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