Nassau Standard

Macy's Inc. issued the following announcement on July 27

Macy’s, Inc. (NYSE: M) (“Macy’s”) announced today the final results, as of 11:59 p.m., New York City time, on July 24, 2020 (the “Expiration Date”), of the previously announced (A) offers by its wholly-owned subsidiary, Macy’s Retail Holdings, LLC (“MRH”), to eligible holders to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) (i) new 6.65% Senior Secured Debentures due 2024 (“New 2024 Notes”) to be issued by MRH for validly tendered (and not validly withdrawn) outstanding 6.65% Senior Debentures due 2024 issued by MRH (“Old 2024 Notes”), (ii) new 6.7% Senior Secured Debentures due 2028 (“New 2028 Notes”) to be issued by MRH for validly tendered (and not validly withdrawn) outstanding 6.7% Senior Debentures due 2028 issued by MRH (“Old 2028 Notes”), (iii) new 8.75% Senior Secured Debentures due 2029 (“New 2029 Notes”) to be issued by MRH for validly tendered (and not validly withdrawn) outstanding 8.75% Senior Debentures due 2029 issued by MRH (“Old 2029 Notes”), (iv) new 7.875% Senior Secured Debentures due 2030 (“New 2030 Notes”) to be issued by MRH for validly tendered (and not validly withdrawn) outstanding 7.875% Senior Debentures due 2030 issued by MRH (“Old 2030 Notes”), (v) new 6.9% Senior Secured Debentures due 2032 (“New 2032 Notes”) to be issued by MRH for validly tendered (and not validly withdrawn) outstanding 6.9% Senior Debentures due 2032 issued by MRH (“Old 2032 Notes”), and (vi) new 6.7% Senior Secured Debentures due 2034 (“New 2034 Notes” and, together with the New 2024 Notes, New 2028 Notes, New 2029 Notes, New 2030 Notes and New 2032 Notes, the “New Notes” and each series, a “series of New Notes”) to be issued by MRH for validly tendered (and not validly withdrawn) outstanding 6.7% Senior Debentures due 2034 issued by MRH (“Old 2034 Notes” and, together with the Old 2024 Notes, Old 2028 Notes, Old 2029 Notes, Old 2030 Notes and Old 2032 Notes, the “Old Notes” and each series, a “series of Old Notes”) and (B) consent solicitations from holders of each series of Old Notes (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) pursuant to the separate Consent Solicitation Statement (as defined below) to adopt certain proposed amendments to the indenture governing the Old Notes (the “Existing Indenture”) to conform certain provisions in the negative pledge covenant in the Existing Indenture to the provisions of the negative pledge covenant in MRH’s most recent indenture (the “Proposed Amendments”).

Exchange Offers

As of the Expiration Date, pursuant to the Exchange Offers, MRH received from eligible holders valid and unrevoked tenders and related consents of (i) $80,811,000 aggregate principal amount of outstanding Old 2024 Notes, representing approximately 66.46% of such notes, (ii) $73,892,000 aggregate principal amount of outstanding Old 2028 Notes, representing approximately 71.81% of such notes, (iii) $13,000,000 aggregate principal amount of outstanding Old 2029 Notes, representing approximately 98.85% of such notes, (iv) $4,686,000 aggregate principal amount of outstanding Old 2030 Notes, representing approximately 47.34% of such notes, (v) $5,339,000 aggregate principal amount of outstanding Old 2032 Notes, representing approximately 31.32% of such notes, and (vi) $182,698,000 aggregate principal amount of outstanding Old 2034 Notes, representing approximately 90.98% of such notes.

MRH intends to accept for exchange all such tendered Old Notes in exchange for the same aggregate principal amount of the corresponding series of New Notes on the settlement date, which is expected to occur on July 28, 2020, subject to the terms of the relevant Exchange Offer. Following such settlement, the aggregate principal amount of (i) Old 2024 Notes outstanding will be $40,776,000, (ii) Old 2028 Notes outstanding will be $29,005,000, (iii) Old 2029 Notes outstanding will be $151,000, (iv) Old 2030 Notes outstanding will be $5,212,000, (v) Old 2032 Notes outstanding will be $11,707,000 and (vi) Old 2034 Notes outstanding will be $18,105,000.

Consent Solicitations

As of the Expiration Date, pursuant to the Consent Solicitations, MRH received consents from holders of (i) $84,598,000 aggregate principal amount of outstanding Old 2024 Notes, representing approximately 69.58% of such notes, (ii) $77,124,000 aggregate principal amount of outstanding Old 2028 Notes, representing approximately 74.95% of such notes, (iii) $13,050,000 aggregate principal amount of outstanding Old 2029 Notes, representing approximately 99.23% of such notes, (iv) $5,173,000 aggregate principal amount of outstanding Old 2030 Notes, representing approximately 52.26% of such notes, (v) $5,897,000 aggregate principal amount of outstanding Old 2032 Notes, representing approximately 34.59% of such notes, and (vi) $185,004,000 aggregate principal amount of outstanding Old 2034 Notes, representing approximately 92.13% of such notes. As of the Expiration Date, the aggregate principal amount of Old Notes and related consents validly tendered and not validly withdrawn was $370,846,000, representing approximately 79.69% of the Old Notes.

As previously announced, the requisite consents for the Proposed Amendments were obtained as of 5:00 PM on July 10, 2020 and the supplemental indenture containing the Proposed Amendments (the “Supplemental Indenture”) was previously executed with the trustee under the Existing Indenture. The Supplemental Indenture will not be operative until the previously announced consent fee has been paid and all other conditions to the Consent Solicitations have been satisfied or waived. The consent fee is expected to be paid on July 28, 2020.

The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the confidential exchange offering memorandum (the “Exchange Offering Memorandum”) and consent solicitation statement (the “Consent Solicitation Statement”), as applicable, each dated June 23, 2020, and the related letter of transmittal with respect to the Exchange Offers, as amended by the press release issued by the Company on July 13, 2020 (collectively, with the Exchange Offering Memorandum and the Consent Solicitation, the “Offering Documents”).

Documents relating to the Exchange Offers will be distributed only to eligible holders of Old Notes who complete and return an eligibility form confirming that they are either (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), (ii) not a “U.S. person” as defined in Rule 902 under the Securities Act and outside the United States within the meaning of Regulation S under the Securities Act, or (iii) an “accredited investor” as defined in Rule 501 under the Securities Act. The complete terms and conditions of the Exchange Offers are described in the Exchange Offering Memorandum, copies of which may be obtained by contacting Ipreo LLC and the exchange agent in connection with the Exchange Offers, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880 (banks and brokers). The eligibility form is available electronically at: Ipreo-ExchangeOffer@ihsmarkit.com. Holders of Old Notes that are not eligible holders will not be able to receive such documents.

Documents relating to the Consent Solicitations will be distributed to any holders of Old Notes who requests a copy. The complete terms and conditions of the Consent Solicitations are described in the Consent Solicitation Statement, copies of which may be obtained by contacting Ipreo LLC, the information agent in connection with the Consent Solicitations, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880 (banks and brokers).

Original source can be found here.