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07/28/2025 – 06:55 AM
NEW YORK – In a strategic financial maneuver, Macy’s, Inc. (NYSE:M) announced early results for its cash tender offer, signaling confidence in its balance sheet. The retail giant, via its subsidiary Macy’s Retail Holdings, LLC, is upping the ante, increasing the maximum tender offer amount from $175 million to a cool $250 million. This buyback program targets outstanding notes and debentures (collectively, the “Notes”), prioritizing debt retirement based on a predetermined hierarchy detailed below.
The move comes amidst a backdrop of evolving investor sentiment and a keen focus on capital allocation within the retail sector. Terms of the offer are outlined in a purchase document dated July 14, 2025 and modified herein. The offer hinges on customary conditions, notably securing favorable terms on a separate offering of new senior notes (the “New Notes Offering”), a condition the company is confident in meeting.
According to the tender agent’s report, as of the Early Tender Date (July 25, 2025 at 5:00 p.m. New York City time), holders have eagerly tendered their Notes, surpassing the initial target. The issuer will accept specified amounts of each series for purchase, subject to applicable proration factors.
|
CUSIP Numbers |
Title of Security |
Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
Principal Amount Tendered on or Prior to the Early Tender Date |
Principal Amount Accepted on the Early Settlement Date |
Total Tender Offer Consideration(1) |
Approximate Proration Factor(2) |
|
55616XAB3 |
6.790% Senior Debentures due 2027 |
$60,677,000 |
1 |
$26,674,000 |
$26,674,000 |
$1,027.50 |
100.00% |
|
577778BK8 |
7.875% Senior Debentures due 2030 |
$5,212,000 |
2 |
$254,000 |
$254,000 |
$1,020.00 |
100.00% |
|
55617LAG7 |
7.875% Senior Exchanged Debentures due 2030 |
$4,676,000 |
2 |
$126,000 |
$126,000 |
$1,020.00 |
100.00% |
|
55617LAQ5 |
5.875% Senior Notes due 2030 |
$425,000,000 |
3 |
$329,918,000 |
$223,883,000 |
$992.50 |
67.93% |
|
(1) |
|
Per $1,000 principal amount of Notes validly tendered on or before the Early Tender Date, not validly withdrawn and accepted for purchase for each Series.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 of $30.00 per $1,000 principal amount of Notes and excludes accrued and unpaid interest to, but, excluding, the Early Settlement Date, which will also be paid on the Early Settlement Date. |
|
(2) |
|
Rounded to the nearest tenth of a percentage point for presentation purposes. |
Given the overwhelming response by the Early Tender Date, Macy’s anticipates no further acceptance of Notes tendered after this deadline, even though the offer officially expires on August 11, 2025.
The Early Settlement Date is slated for July 29, 2025. Holders who acted swiftly will receive the Total Tender Offer Consideration—including an early bird bonus of $30 for every $1,000 in principal—plus accrued interest.
Here’s a breakdown of acceptance:
- All 6.790% Senior Debentures due 2027 tendered by the Early Tender Date get the green light.
- Ditto for the 7.875% Senior Debentures due 2030.
- Same story for the 7.875% Senior Exchanged Debentures due 2030.
- $223,883,000 of the 5.875% Senior Notes due 2030 will be snapped up.
- Anything tendered after the Early Tender Date? Sorry, Charlie, you’re out of luck.
Any Notes not accepted will be promptly returned to their rightful owners via The Depository Trust Company. The company plans to utilize proceeds from the New Notes Offering, along with existing cash reserves, to (i) gobble up the tendered Notes, (ii) redeem approximately $587 million of other outstanding debt, and (iii) cover the associated fees and expenses.
This tender offer is a sophisticated and efficient way for Macy’s to proactively manage its debt profile, capitalizing on market conditions and aiming to improve its financial flexibility. Investors should be watching closely to see how this plays out in the coming quarters.
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.
Forward-Looking Statements
All statements regarding the closing of the Tender Offer, the New Notes Offering and satisfaction of the related closing conditions 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 the Company’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, but not limited to, general market conditions which might affect the Tender Offer and any concurrent financing transaction, and other factors identified in documents filed by the Company with the Securities and Exchange Commission, including under the captions “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2025. The Company 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250728815754/en/
Source: Macy’s, Inc.
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