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Macy’s, Inc. Announces Debt Tender Offer

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CINCINNATI–(BUSINESS WIRE)–Macy’s, Inc. (NYSE:M) today announced that its wholly owned subsidiary, Macy’s Retail Holdings, Inc. (the “Company”), has commenced a cash tender offer (the “Tender Offer”) to purchase up to $450 million in aggregate principal amount (the “Maximum Tender Offer Amount”) of its outstanding Notes listed in the table below, in the order of priority and subject to the tender caps shown in the table.

The terms and conditions of the Tender Offer are described in an Offer to Purchase dated December 3, 2019 (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

Number

 

Title of Security

 

Original

Issuer (1)

 

Aggregate

Principal

Amount

Outstanding

 

 

 

 

Tender Cap

(2)

 

Acceptance

Priority

Level

 

Early

Tender

Premium

(3)

 

Reference U.S.

Treasury Security

 

Bloomberg

Reference

Page

 

Fixed

Spread

(basis

points)

(4)

 

Hypothetical

Total Tender

Offer

Consideration

(3)(4)(5)

55616XAK3

 

4.375% Senior Notes due 2023

 

MRHI

 

$400,000,000

 

$300,000,000

 

1

 

$30

 

1.50% U.S. Treasury due 11/30/2024

 

FIT1

 

145

 

$1,040.38

55616XAH0

 

2.875% Senior Notes due 2023

 

MRHI

 

$750,000,000

 

 

2

 

$30

 

1.50% U.S. Treasury due 11/30/2024

 

FIT1

 

135

 

$995.28

55616XAF4

 

3.875% Senior Notes due 2022

 

MRHI

 

$550,000,000

 

$100,000,000

 

3

 

$30

 

1.625% U.S. Treasury due 11/15/2022

 

FIT1

 

90

 

$1,023.46

31410HAQ4

 

6.90% Senior Debentures due 2029

 

FDSI

 

$191,796,000

 

N/A

 

4

 

$30

 

1.75% U.S. Treasury due 11/15/2029

 

FIT1

 

320

 

$1,135.53

55616XAC1

 

7.0% Senior Debentures due 2028

 

FDSI

 

$116,557,000

 

N/A

 

5

 

$30

 

1.75% U.S. Treasury due 11/15/2029

 

FIT1

 

305

 

$1,139.60

55616XAB3

 

6.79% Senior Debentures due 2027

 

FDSI

 

$71,167,000

 

N/A

 

6

 

$30

 

1.75% U.S. Treasury due 11/15/2029

 

FIT1

 

300

 

$1,121.58

577778BH5

 

6.70% Senior Debentures due 2028

 

May

 

$102,897,000

 

N/A

 

7

 

$30

 

1.75% U.S. Treasury due 11/15/2029

 

FIT1

 

305

 

$1,126.50

314275AC2

 

6.375% Senior Notes due 2037

 

FRHI

 

$192,532,000

 

N/A

 

8

 

$30

 

2.25% U.S. Treasury due 8/15/2049

 

FIT1

 

340

 

$1,074.40

577778CE1

 

6.7% Senior Debentures due 2034

 

May

 

$200,803,000

 

N/A

 

9

 

$30

 

1.75% U.S. Treasury due 11/15/2029

 

FIT1

 

355

 

$1,129.74

577778CB7

 

6.65% Senior Debentures due 2024

 

May

 

$121,587,000

 

N/A

 

10

 

$30

 

1.50% U.S. Treasury due 11/30/2024

 

FIT1

 

200

 

$1,123.88

55616XAN7

 

3.450% Senior Notes due 2021

 

MRHI

 

$500,000,000

 

N/A

 

11

 

$30

 

1.50% U.S. Treasury due 11/30/2021

 

FIT1

 

70

 

$1,010.80

55616XAL1

 

3.625% Senior Notes due 2024

 

MRHI

 

$500,000,000

 

N/A

 

12

 

$30

 

1.50% U.S. Treasury due 11/30/2024

 

FIT1

 

170

 

$1,009.47

55616XAM9

 

4.500% Senior Notes due 2034

 

MRHI

 

$366,620,000

 

N/A

 

13

 

$30

 

1.75% U.S. Treasury due 11/15/2029

 

FIT1

 

325

 

$937.44

55616XAG2

 

5.125% Senior Notes due 2042

 

MRHI

 

$250,000,000

 

N/A

 

14

 

$30

 

2.25% U.S. Treasury due 8/15/2049

 

FIT1

 

345

 

$923.41

55616XAJ6

 

4.30% Senior Notes due 2043

 

MRHI

 

$250,000,000

 

N/A

 

15

 

$30

 

2.25% U.S. Treasury due 8/15/2049

 

FIT1

 

345

 

$816.60

(1)

A Series of Notes designated with “May” was originally issued by The May Department Stores Company. A Series of Notes designated with “FRHI” was originally issued by Federated Retail Holdings, Inc. A Series of Notes designated with “FDSI” was originally issued by Federated Department Stores, Inc. A Series of Notes designated with “MRHI” was originally issued by the Company.

(2)

The tender cap of $300,000,000 for the 4.375% Senior Notes due 2023 and the 2.875% Senior Notes due 2023 represents the combined maximum aggregate principal amount of 4.375% Senior Notes due 2023 and 2.875% Senior Notes due 2023 that will be purchased in the Tender Offer. The tender cap of $100,000,000 for the 3.875% Senior Notes due 2022 represents the maximum aggregate principal amount of 3.875% Senior Notes due 2022 that will be purchased in the Tender Offer.

(3)

Per $1,000 principal amount of Notes validly tendered on or before the Early Tender Date, not validly withdrawn and accepted for purchase.

(4)

Includes the Early Tender Premium of $30.00 per $1,000 principal amount of Notes for each Series as set forth in this table.

(5)

Based on the reference yield of the Reference U.S. Treasury Security (as set forth above) as of 10:00 a.m., New York City time, on December 2, 2019, and an expected Early Settlement Date of December 18, 2019.

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 “15” having the lowest priority, and the tender caps identified in the column “Tender Cap,” as further described below. No more than $300,000,000 combined aggregate principal amount of the Company’s 4.375% Senior Notes due 2023 and the Company’s 2.875% Senior Notes due 2023 will be purchased in the Tender Offer (such combined aggregate principal amount, subject to increase, decrease or elimination by the Company, the “2023 Notes Tender Cap”). No more than $100,000,000 aggregate principal amount of the Company’s 3.875% Senior Notes due 2022 will be purchased in the Tender Offer (such aggregate principal amount, subject to increase, decrease or elimination by the Company, together with the 2023 Notes Tender Cap, the “Tender Caps”). Subject to the Maximum Tender Offer Amount, there is no “tender cap” applicable to the Company’s 6.90% Senior Debentures due 2029, 7.0% Senior Debentures due 2028, 6.79% Senior Debentures due 2027, 6.70% Senior Debentures due 2028, 6.375% Senior Notes due 2037, 6.7% Senior Debentures due 2034, 6.65% Senior Debentures due 2024, 3.450% Senior Notes due 2021, 3.625% Senior Notes due 2024, 4.500% Senior Notes due 2034, 5.125% Senior Notes due 2042 and 4.30% Senior Notes due 2043. The Tender Offer may be subject to proration if the aggregate principal amount of Notes that is validly tendered and not validly withdrawn is greater than the applicable Tender Cap and/or would otherwise cause the Maximum Tender Offer Amount to be exceeded.

The Tender Offer will expire at 11:59 p.m., New York City time, on December 31, 2019, 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 the Early Tender Date, which is 5:00 p.m., New York City time, on December 16, 2019, unless extended. 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, subject to the Tender Caps, will receive the applicable Late Tender Offer Consideration, assuming the Maximum Tender Offer Amount is not purchased on the Early Settlement Date.

The applicable Total Tender Offer Consideration for each $1,000 in principal amount of Notes tendered and accepted for payment pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase. The consideration will be determined by reference to a fixed spread specified for such Series of Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer Managers for the Tender Offer at 10:00 a.m., New York City time, on the business day immediately following the Early Tender Date, unless extended (such date and time, as the same may be extended, the “Price Determination Date”). The Price Determination Date is expected to be December 17, 2019. The Late 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 Late Tender Offer Consideration, as the case may be, accrued and unpaid interest up to, but excluding, the applicable Settlement Date will be paid in cash on all validly tendered Notes accepted for purchase in the Tender Offer. 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 December 18, 2019, the first business day after the Price Determination Date. The Late 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”). The Company expects that the Final Settlement Date will be January 3, 2020, the second business day after the Expiration Date, 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 December 16, 2019, 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.

The Company intends to use one or more of the following sources to provide the total amount of funds required to purchase the Notes sought pursuant to the Tender Offer, to pay all accrued and unpaid interest on the Notes, and to pay all fees and expenses in connection therewith: cash, cash equivalents, borrowings under a credit facility and other available cash resources.

BofA Securities, Inc., Credit Suisse Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are the Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is the Tender Agent and Information Agent. Persons with questions regarding the Tender Offer should contact BofA Securities, Inc. at (toll-free) (888) 292-0070 or collect at (980) 387-3907, Credit Suisse Securities (USA) LLC at (U.S. toll-free) (800) 820-1653, U.S. Bancorp Investments, Inc. at (U.S. toll-free) (877) 558-2607 and Wells Fargo Securities, LLC at (toll-free) (866) 309-6316. Requests for copies of the Offer to Purchase should be directed to D.F. King & Co., Inc. at (toll-free) (877) 864-5057, collect at (212) 269-5550 or by email to macys@dfking.com. Questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc. at (toll-free) (877) 864-5057, collect at (212) 269-5550 or by email to macys@dfking.com.

This press 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 press release is qualified by reference to the Offer to Purchase dated December 3, 2019. None of Macy’s 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 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. is one of the nation’s premier retailers, with fiscal 2018 sales of $24.971 billion and approximately 130,000 employees. The company operates approximately 680 department stores under the nameplates Macy’s and Bloomingdale’s, and approximately 190 specialty stores that include Bloomingdale’s The Outlet, Bluemercury, and Macy’s Backstage. Macy’s, Inc. operates stores in 43 states, the District of Columbia, Guam and Puerto Rico, as well as macys.com, bloomingdales.com and bluemercury.com. Bloomingdale’s stores in Dubai and Kuwait are operated by Al Tayer Group LLC under license agreements. Macy’s, Inc. has corporate headquarters in Cincinnati, Ohio, and New York, New York.

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 the possible invalidity of the underlying beliefs and assumptions; the success of Macy’s operational decisions, such as product sourcing, merchandise mix and pricing, and marketing, and strategic initiatives, such as Growth stores, Backstage on-mall off-price business, and vendor direct expansion; general consumer-spending levels, including the impact of general economic conditions, consumer disposable income levels, consumer confidence levels, the availability, cost and level of consumer debt, the costs of basic necessities and other goods and the effects of the weather or natural disasters; competitive pressures from department and specialty stores, general merchandise stores, manufacturers’ outlets, off-price and discount stores, and all other retail channels, including the Internet, catalogs and television; Macy’s ability to remain competitive and relevant as consumers’ shopping behaviors migrate to other shopping channels and to maintain its brand and reputation; possible systems failures and/or security breaches, including any security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or company information, or the failure to comply with various laws applicable to Macy’s in the event of such a breach; the cost of employee benefits as well as attracting and retaining quality employees; transactions and strategy involving Macy’s real estate portfolio; the seasonal nature of Macy’s business; conditions to, or changes in the timing of, proposed transactions, and changes in expected synergies, cost savings and non-recurring charges; the potential for the incurrence of charges in connection with the impairment of intangible assets, including goodwill; possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions; possible actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors and legislative, regulatory, judicial and other governmental authorities and officials; changes in relationships with vendors and other product and service providers; currency, interest and exchange rates and other capital market, economic and geo-political conditions; unstable political conditions, civil unrest, terrorist activities and armed conflicts; the possible inability of Macy’s manufacturers or transporters to deliver products in a timely manner or meet Macy’s quality standards; Macy’s reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes, regional health pandemics, and regional political and economic conditions; duties, taxes, other charges and quotas on imports; and other factors identified in documents filed by Macy’s with the Securities and Exchange Commission. 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 – Blair Rosenberg
646-429-6032
media@macys.com

Investors – Mike McGuire
513-579-7780
investors@macys.com

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Business and Management

Granite Subsidiary Awarded $16 Million Interstate Rehabilitation Project in Illinois

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WATSONVILLE, Calif.–(BUSINESS WIRE)–Granite (NYSE:GVA) announced today that its wholly-owned subsidiary, Kenny Construction Company (“Kenny”), has been awarded a contract by the Illinois Department of Transportation to rehabilitate sections of Interstate 94 (I-94) at Montrose Avenue in Cook County, Illinois.

The project will replace the superstructure and rehabilitate the substructure of I-94 at Montrose Avenue including improvements to drainage and safety with new roadway and underdeck lighting.

“This is an ideal project for our Midwest-based civil team,” said Ryan Clark, vice president of Granite’s Midwest Civil operations. “Located in the backyard of our Northbrook, Illinois office, this project will improve the lives of Cook County residents as well as the hundreds of thousands who travel on one of the busiest roads in the state.”

Construction is expected to begin in early 2020 and be complete in the fall of 2020.

About Granite

Granite is America’s Infrastructure Company™. Incorporated since 1922, Granite (NYSE:GVA) is one of the largest diversified construction and construction materials companies in the United States as well as a full-suite provider in the transportation, water infrastructure and mineral exploration markets. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. In addition to being one of the World’s Most Ethical Companies for ten consecutive years, Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit graniteconstruction.com, and connect with Granite on LinkedIn, Twitter, Facebook and Instagram.

Contacts

Media

Erin Kuhlman 831-468-4111

Investors

Lisa Curtis 831-728-7532

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Business and Management

STERLING BANCORP ALERT: Bragar Eagel & Squire, P.C. is Investigating Sterling Bancorp, Inc. on Behalf of Stockholders and Encourages Investors to Contact the Firm

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NEW YORK–(BUSINESS WIRE)–#SBT–Bragar Eagel & Squire, P.C., a nationally recognized shareholder law firm, is investigating potential claims against Sterling Bancorp, Inc. (NASDAQ:SBT) on behalf of Sterling Bancorp stockholders. Our investigation concerns whether Sterling Bancorp has violated the federal securities laws and/or engaged in other unlawful business practices.

Click here to participate in the action.

On December 9, 2019, Sterling Bancorp disclosed that its subsidiary, Sterling Bank and Trust, FSB, suspended its Advantage Loan program due to an ongoing internal review of documentation on past loans and an implementation of “systems and controls to ensure the Bank’s policies and procedures are followed on loans originated under the program.”

On this news, the Company’s stock price fell $1.23 per share, or over 13%, on December 9, 2019.

If you purchased or otherwise acquired Sterling Bancorp shares and suffered a loss, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Melissa Fortunato by email at investigations@bespc.com, or telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.

About Bragar Eagel & Squire, P.C.:

Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.

Contacts

Bragar Eagel & Squire, P.C.

Brandon Walker, Esq.

Melissa Fortunato, Esq.

(212) 355-4648

investigations@bespc.com
www.bespc.com

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Business and Management

The Peck Company Supports Education within the Solar and Electrical Services Industry

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SOUTH BURLINGTON, Vt.–(BUSINESS WIRE)–The Peck Company Holdings, Inc. (NASDAQ:PECK), a leading commercial solar engineering, procurement and construction (EPC) company, is proud to recognize their employees as they complete advanced training in the solar and electrical services industry.

The Peck Company is constructing our energy future and works hard to ensure that our team members obtain the education necessary for a long-term career in the industry. In November, several employees became certified to install the Tesla Powerwall and another employee passed the PV System Inspector (PVSI) Board Certification test. According to the North American Board of Certified Energy Practitioners, Inc. (NABCEP®), the PVSI recognizes the advanced experience and skill of inspecting residential and commercial photovoltaic systems. This advanced certification is for those who are highly knowledgeable of PV systems, applicable codes and ordinances, and are assessing the safety and operation of PV systems. The Peck Company honors and supports the dedication of its employees as they expand their skillsets to meet the needs of the industry.

Jeffrey Peck, Chief Executive Officer, commented, “We believe that investing in education for our employees is an important part of our growth story and supports our overall value proposition as a leader in the industry. The industry has experienced tremendous growth so far, and industry analyst Wood Mackenzie predicts further acceleration, and we are always looking for new team members who have a passion for the renewable energy industry. We will continue make decisions that support our employees and our long-term vision as a profitable growth company.”

About The Peck Company Holdings, Inc.

Headquartered in South Burlington, VT, The Peck Company Holdings, Inc. is a 2nd-generation family business founded in 1972 and rooted in values that align people, purpose, and profitability. Ranked by Solar Power World as one of the leading commercial solar contractors in the Northeastern United States, the Company provides EPC services to solar energy customers for projects ranging in size from several kilowatts for residential properties to multi-megawatt systems for large commercial and utility scale projects. The Company has installed over 125 megawatts worth of solar systems since it started installing solar in 2012 and continues its focus on profitable growth opportunities. Please visit www.peckcompany.com for additional information.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, effective tax rate, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this press release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.

Contacts

IR:

J. Charles Assets

Jay Hetrick

407-627-0169

jayhetrick@jcharlesassets.com
JCharlesAssets.com

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