Macy’s, Inc. (NYSE:M) today announced that its wholly owned subsidiary, Macy’s Retail Holdings, Inc., has amended certain terms of the previously announced cash tender offer (the “Tender Offer”) to purchase its outstanding 5.90% Senior Notes due 2016, 7.45% Debentures due 2016, 7.50% Debentures due 2015, and 7.875% Senior Notes due 2015 pursuant to, and in the acceptance priority order listed in, the Offer to Purchase, dated October 29, 2012 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer Documents”). The Tender Offer has been amended to:
- increase the Maximum Tender Offer Amount of the outstanding Notes to be purchased in the Tender Offer to $700 million in aggregate principal amount. Macy’s Retail Holdings had previously offered to purchase an aggregate principal amount of up to $500 million of Notes in the Tender Offer. This action was taken in response to the positive reception the Tender Offer has experienced;
- add a maximum principal amount limitation of $400 million on the 5.90% Senior Notes due 2016 that may be purchased pursuant to the Tender Offer;
- extend the Early Tender Date and the Withdrawal Date from 5:00 p.m., New York City time, on November 9, 2012 to 5:00 p.m., New York City time, on November 16, 2012; and
- confirm the Price Determination Date as 2:00 p.m., New York City time, on November 13, 2012.
As of 5:00 p.m. New York City time, on November 9, 2012, an aggregate principal amount of $1,168,400,000 of the Notes had been validly tendered and not validly withdrawn, including $695,840,000 in aggregate principal amount of the 5.90% Senior Notes due 2016. As a result, Macy’s Retail Holdings expects that it will not accept all of the 5.90% Senior Notes due 2016 tendered for purchase because the maximum aggregate principal amount limitation of $400 million for the 5.90% Senior Notes due 2016 has been exceeded. Following the Expiration Date, the 5.90% Senior Notes due 2016 and all other Series of Notes which have been validly tendered and not validly withdrawn, but not accepted for purchase due to proration, will be promptly returned to the tendering holder (or, if tendered through DTC, will be promptly credited to the relevant account at DTC, in accordance with DTC’s procedures). Subject to the terms and conditions of the Tender Offer, following the Expiration Date, Macy’s Retail Holdings will accept for purchase Notes that have been validly tendered and not validly withdrawn up to the Maximum Tender Offer Amount, in accordance with the Acceptance Priority Levels set forth in the Offer to Purchase, and as amended in this announcement. Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.Credit Suisse Securities (USA) LLC is the Coordinating Dealer Manager and BofA Merrill Lynch and J.P. Morgan Securities LLC are the other Dealer Managers for the Tender Offer. Global Bondholders Services Corporation is the Information Agent and the Depositary. This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified by reference to the Offer to Purchase and related Letter of Transmittal dated October 29, 2012. Persons with questions regarding the Tender Offer should contact Credit Suisse Securities (USA) LLC at (toll-free) (800) 820-1653, BofA Merrill Lynch at (toll-free) (888) 292-0070 and J.P. Morgan Securities LLC at (toll-free) (866) 834-4666. Requests for copies of the Offer to Purchase, Letter of Transmittal and related materials should be directed to Global Bondholders Services Corporation at (212) 430-3774 or (toll-free) (866) 873-6300. Questions regarding the tendering of Notes may be directed to Global Bondholders Services Corporation at (toll-free) (866) 873-6300.
Macy’s, Inc., with corporate offices in Cincinnati and New York, is one of the nation’s premier retailers, with fiscal 2011 sales of $26.4 billion. The company operates about 840 department stores in 45 states, the District of Columbia, Guam and Puerto Rico under the names of Macy’s and Bloomingdale’s, as well as the macys.com and bloomingdales.com websites. The company also operates 12 Bloomingdale’s Outlet stores.All statements in this press release that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Macy’s management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including conditions to, or changes in the timing of, proposed transactions, changes in the conditions of the securities markets, particularly the markets for debt securities and other factors identified in documents filed by Macy’s with the Securities and Exchange Commission. (NOTE: Additional information on Macy’s, Inc., including past news releases, is available at www.macysinc.com/pressroom).