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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 4, 2024
MACY’S, INC.
(Exact name of Registrant as Specified in its
Charter)
| Delaware |
1-13536 |
13-3324058 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
151
West 34th Street
New
York, New York 10001
(Address of Principal Executive
Offices)
(212)
494-1621
(Registrant’s telephone number, including
area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock,
$0.01 par value per share |
|
M |
|
New York
Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
¨ |
Item 8.01 Other Events
On September 4, 2024, Macy’s, Inc. (the “Company”)
announced that its wholly owned subsidiary, Macy’s Retail Holdings, LLC, has commenced a tender offer (the “Tender Offer”)
to repurchase certain of its outstanding senior notes and debentures with cash on hand, subject to a maximum tender offer amount representing
a combined aggregate purchase price of up to $220 million (excluding accrued and unpaid interest and excluding fees and expenses related
to the Tender Offer).
On September 4, 2024, the Company issued a press release announcing
the Tender Offer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
MACY’S, INC.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September 4, 2024
| |
MACY’S, INC. |
| |
|
| |
By: |
/s/ Tracy M. Preston |
| |
Name: |
Tracy M. Preston |
| |
Title: |
Executive Vice President, Chief Legal Officer
and Secretary |
Exhibit 99.1
Macy’s, Inc.
Announces Debt Tender Offer
NEW YORK—September 4,
2024—Macy’s, Inc. (NYSE:M) today announced that its wholly owned subsidiary, Macy’s Retail Holdings, LLC (the
“Company”), has commenced a cash tender offer (the “Tender Offer”) to purchase up to an aggregate principal
amount of its outstanding notes listed in the table below (collectively, the “Notes”) for a combined aggregate purchase price
of up to $220 million (excluding accrued and unpaid interest, which also will be paid to, but excluding, the applicable Settlement Date
and excluding fees and expenses related to the Tender Offer) (the “Maximum Tender Offer Amount”), in the order of priority
shown in the table.
The terms and conditions
of the Tender Offer are described in an Offer to Purchase dated September 4, 2024 (the “Offer to Purchase”). The
Tender Offer is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase. Capitalized terms used in this
press release and not defined herein have the meanings given to them in the Offer to Purchase.
CUSIP
Numbers |
|
Title
of Security |
|
Aggregate
Principal
Amount
Outstanding |
|
Acceptance
Priority Level |
|
Tender
Offer
Consideration(1) |
|
Early
Tender
Premium(2) |
|
Total
Tender
Offer
Consideration(3) |
|
| 55616XAB3 |
|
6.79% Senior
Debentures due 2027 |
|
$ |
71,167,000 |
|
1 |
|
$ |
987.50 |
|
$ |
30.00 |
|
$ |
1,017.50 |
|
| 55616XAC1 |
|
7.00% Senior Debentures
due 2028 |
|
$ |
104,148,000 |
|
2 |
|
$ |
985.00 |
|
$ |
30.00 |
|
$ |
1,015.00 |
|
55617LAC6
U5562LAB5
55617LAD4 |
|
6.70%
Senior Exchanged Debentures due 2028 |
|
$ |
72,906,000 |
|
3 |
|
$ |
950.00 |
|
$ |
30.00 |
|
$ |
980.00 |
|
| 577778BH5 |
|
6.70% Senior Debentures
due 2028 |
|
$ |
29,005,000 |
|
3 |
|
$ |
950.00 |
|
$ |
30.00 |
|
$ |
980.00 |
|
| 31410HAQ4 |
|
6.90% Senior Debentures
due 2029 |
|
$ |
79,197,000 |
|
4 |
|
$ |
952.50 |
|
$ |
30.00 |
|
$ |
982.50 |
|
55617LAP7
U5562LAG4 |
|
5.875% Senior Notes due
2029 |
|
$ |
500,000,000 |
|
5 |
|
$ |
962.50 |
|
$ |
30.00 |
|
$ |
992.50 |
|
55617LAE2
U5562LAC3
55617LAF9 |
|
8.75%
Senior Exchanged Debentures due 2029 |
|
$ |
13,000,000 |
|
6 |
|
$ |
1,010.00 |
|
$ |
30.00 |
|
$ |
1,040.00 |
|
| 577778BL6 |
|
8.75% Senior Debentures
due 2029 |
|
$ |
151,000 |
|
6 |
|
$ |
1,010.00 |
|
$ |
30.00 |
|
$ |
1,040.00 |
|
55617LAQ5
U5562LAH2 |
|
5.875% Senior Notes due
2030 |
|
$ |
425,000,000 |
|
7 |
|
$ |
951.25 |
|
$ |
30.00 |
|
$ |
981.25 |
|
(1) Per $1,000
principal amount of Notes validly tendered and accepted for purchase for each Series. Excludes accrued and unpaid interest, which also
will be paid to, but excluding, the applicable Settlement Date.
(2) Per $1,000 principal amount of Notes
validly tendered and accepted for purchase for each Series (the “Early Tender Premium”).
(3) Per $1,000 principal amount of Notes
validly tendered on or before the Early Tender Date, not validly withdrawn and accepted for purchase for each Series. Includes the Early
Tender Premium, but excludes accrued and unpaid interest, which also will be paid to, but excluding, the applicable Settlement Date.
The amounts of each
series of Notes that are purchased in the Tender Offer will be determined in accordance with the priorities identified in the column
“Acceptance Priority Level” in the table above with “1” having the highest priority and “7” having
the lowest priority. The Tender Offer may be subject to proration if the aggregate principal amount of Notes that is validly tendered
and not validly withdrawn would otherwise cause the Maximum Tender Offer Amount to be exceeded, with equal proration applied for Notes
having the same Acceptance Priority Level, if applicable.
The Tender Offer is
subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase. The Tender Offer
is not conditioned upon any minimum amount of Notes being tendered, and the Tender Offer may be amended, extended or terminated.
The Tender Offer will
expire at 5:00 p.m., New York City time, on October 2, 2024, unless extended (such date and time, as the same may be extended, the
“Expiration Date”) or earlier terminated. In order to receive the applicable Total Tender Offer Consideration, holders of
Notes subject to the Tender Offer must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time,
on September 17, 2024, unless extended (such date and time, as the same may be extended, the “Early Tender Date”). Holders
of Notes subject to the Tender Offer who validly tender their Notes after the Early Tender Date and on or before the Expiration Date
and whose Notes are accepted for purchase, will receive the applicable Tender Offer Consideration, assuming the Maximum Tender Offer
Amount is not purchased on the Early Settlement Date (as defined below). If the Maximum Tender Offer Amount is fully purchased as of
the Early Settlement Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for
purchase.
The applicable Total
Tender Offer Consideration for each $1,000 in principal amount of Notes tendered at or prior to the Early Tender Date and accepted for
payment pursuant to the Tender Offer is described in the table above. The Tender Offer Consideration is the applicable Total Tender Offer
Consideration minus the applicable Early Tender Premium for each series of Notes as set forth in the table above.
In addition to the
applicable Total Tender Offer Consideration or applicable Tender Offer Consideration, as the case may be, accrued and unpaid interest
up to, but excluding, the applicable Settlement Date (as defined below) will be paid in cash on all validly tendered Notes accepted for
purchase in the Tender Offer. With respect to any valid tender of any 6.79% Senior Debentures due 2027, 7% Senior Debentures due 2028,
6.70% Senior Exchanged Debentures due 2028, 6.70% Senior Debentures due 2028, 6.90% Senior Debentures due 2029, 8.75% Senior Exchanged
Debentures due 2029 or 8.75% Senior Debentures due 2029 (collectively, the “Eligible Notes”) accepted for purchase by the
Company, the Company will also pay a soliciting broker fee of $2.50 per $1,000 principal amount of such series of Eligible Notes to retail
brokers that are appropriately designated by their beneficial holder clients to receive this fee (except for Eligible Notes tendered
by a retail broker for its own account), provided that such fee will only be paid with respect to tenders by beneficial holders whose
aggregate principal amount of such series of Eligible Notes is $250,000 or less. The Total Tender Offer Consideration plus accrued and
unpaid interest for Notes that are validly tendered and not validly withdrawn on or before the Early Tender Date and accepted for purchase
will be paid by the Company in same day funds promptly following the Early Tender Date (the “Early Settlement Date”). The
Company expects that the Early Settlement Date will be as early as September 19, 2024. The Tender Offer Consideration plus accrued
and unpaid interest for Notes that are validly tendered after the Early Tender Date and on or before the Expiration Date and accepted
for purchase will be paid by the Company in same day funds promptly following the Expiration Date (the “Final Settlement Date”
and together with the Early Settlement Date, the “Settlement Dates”). The Company expects that the Final Settlement Date
will be October 4, 2024, assuming the Maximum Tender Offer Amount is not purchased on the Early Settlement Date. No tenders will
be valid if submitted after the Expiration Date. If the Company purchases the Maximum Tender Offer Amount of Notes on the Early Settlement
Date, holders who validly tender Notes after the Early Tender Date but on or before the Expiration Date will not have any of their Notes
accepted for purchase. Holders of Notes subject to the Tender Offer who validly tender their Notes on or before the Early Tender Date
may not withdraw their Notes after 5:00 p.m., New York City time, on September 17, 2024, unless extended (such date and time, as
the same may be extended, the “Withdrawal Date”), except in the limited circumstances described in the Offer to Purchase.
Holders of Notes subject to the Tender Offer who validly tender their Notes after the Withdrawal Date but on or before the Expiration
Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
Wells Fargo
Securities, BofA Securities, US Bancorp and UBS Investment Bank are the Dealer Managers for the Tender Offer. Global Bondholder
Services Corporation is acting as Tender Agent and Information Agent. Persons with questions regarding the Tender Offer should
contact Wells Fargo Securities at (collect) (704) 410-4759, (toll-free) (866) 309-6316 or by email to
liabilitymanagement@wellsfargo.com; BofA Securities at (collect) (646) 743-0698 or (toll-free) (888) 292-0070; US Bancorp at
(collect) (917) 558-2756, (toll-free) (800) 479-3441 or by email to liabilitymanagement@usbank.com; UBS Investment Bank at (collect)
(212) 882-5723 or (toll free) (833) 690-0971. Requests for copies of the Offer to Purchase or questions regarding the tendering of
the Notes should be directed to Global Bondholder Services Corporation at (toll-free) (855) 654-2014, (for banks and brokers) (212)
430-3774 or by email to contact@gbsc-usa.com.
This press release
is neither an offer to purchase nor a solicitation of an offer to sell the Notes. Further, nothing contained herein shall constitute
a notice of redemption of the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this press release
is qualified by reference to the Offer to Purchase. None of Macy’s, Inc. or its affiliates, their respective boards of directors,
the Dealer Managers, the Tender Agent, the Information Agent or the trustees with respect to any Notes is making any recommendation as
to whether holders should tender any Notes in response to the Tender Offer, and neither Macy’s, Inc. nor any such other person
has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their
Notes, and, if so, the principal amount of Notes to tender.
About Macy’s, Inc.
Macy’s, Inc.
(NYSE: M) is a trusted source for quality brands through our iconic nameplates – Macy’s, Bloomingdale’s and Bluemercury.
Headquartered in New York City, our comprehensive digital and nationwide footprint empowers us to deliver a seamless shopping experience
for our customers. For more information, visit macysinc.com.
Forward-Looking
Statements
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. These risks and uncertainties include, but are not limited to, the
ability to complete the Tender Offer and general market conditions which might affect the Tender Offer. 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
Macy’s ability to successfully implement A Bold New Chapter strategy, including the ability to realize the anticipated benefits
within the expected time frame or at all, conditions to, or changes in the timing of proposed real estate and other transactions, prevailing
interest rates and non-recurring charges, the effect of potential changes to trade policies, store closings, competitive pressures from
specialty stores, general merchandise stores, off-price and discount stores, manufacturers’ outlets, the Internet and catalogs
and general consumer spending levels, including the impact of the availability and level of consumer debt, possible systems failures
and/or security breaches, the potential for the incurrence of charges in connection with the impairment of intangible assets, including
goodwill, declines in credit card revenues, Macy’s reliance on foreign sources of production, including risks related to the disruption
of imports by labor disputes, regional or global health pandemics, and regional political and economic conditions, the effect of weather,
inflation, and labor shortages, the amount and timing of future dividends and share repurchases, our ability to execute on our strategies
or achieve expectations related to environmental, social, and governance matters, and other factors identified in documents filed by
Macy’s with the Securities and Exchange Commission, including under the captions “Forward-Looking Statements” and “Risk
Factors” in Macy’s Annual Report on Form 10-K for the year ended February 3, 2024. Macy’s disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
Contacts
Media – Chris
Grams
communications@macys.com
Investors –
Pamela Quintiliano
investors@macys.com
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