Nordstrom, Inc. (NYSE:JWN) (the “Company”) announced today the expiration and results of its offer to eligible holders to exchange its outstanding 7.00% Senior Notes due 2038 (the “old notes”) held by them for up to $300,000,000 of its newly-issued 5.00% Senior Notes due 2044 (the “new notes”), the complete terms and conditions of which were set forth in a confidential offering memorandum dated December 3, 2013 (the “offering memorandum”) and the related letter of transmittal (the “exchange offer”).
As of midnight, New York City time, on December 31, 2013 (the “expiration date”), according to D. F. King & Co., Inc., the exchange agent for the exchange offer, the aggregate principal amount of old notes validly tendered and not validly withdrawn was $201,477,000, which represents approximately 57.56% of the outstanding old notes. The Company has accepted all of the old notes validly tendered and not validly withdrawn as of the expiration date. The settlement date for the exchange offer is expected to be today (the “settlement date”).
Eligible holders who validly tendered and did not validly withdraw their old notes at or prior to 5:00 p.m., New York City time, on December 16, 2013 (the “early participation date”), will receive on the settlement date the “total exchange price”, which will be, for each $1,000 principal amount of old notes tendered and accepted for exchange by the Company, $1,318.43 in principal amount of new notes, as calculated in accordance with the offering memorandum. The total exchange price is inclusive of an “early participation payment” of $30.00, payable only to eligible holders who validly tendered and who did not validly withdraw their old notes at or prior to the early participation date, plus accrued interest in the amount of $28.81.
Eligible holders who validly tendered and did not validly withdraw their old notes after the early participation date but prior to the expiration date will receive on the settlement date the “exchange price”, calculated as the total exchange price minus the early participation payment. The company received tenders of $97,000 in principal amount of old notes after the early participation date.The new notes will constitute a further issuance of, and will form a single series with, the 5.00% Senior Notes due 2044 (the “2044 notes”), which the Company issued on December 12, 2013 in the aggregate principal amount of $400,000,000. After settlement of the exchange offer, $665,562,000 aggregate principal amount of the 2044 notes will be outstanding.