Entry into a Material Definitive


 


On March 10, 2022, Macy’s Retail Holdings, LLC (the “Issuer”), a wholly-owned subsidiary of Macy’s, Inc. (“Macy’s”), issued $850 million in aggregate principal amount of senior notes in two separate tranches, one representing $425 million in aggregate principal amount of 5.875% Senior Notes due 2030 (the “2030 Notes”) and the other representing $425 million in aggregate principal amount of 6.125% Senior Notes due 2032 (the “2032 Notes” and, together with the 2030 Notes, the “Notes”) in a private offering at an offering price of 100% of the principal amount thereof. The Notes were offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. The Issuer intends to use the proceeds from the issuance of the Notes, together with cash on hand, to redeem certain of its outstanding senior notes and pay fees and expenses in connection therewith and in connection with the offering.


 


The 2030 Notes and the 2032 Notes were each issued pursuant to a separate indenture (together, the “Indentures” and each, an “Indenture”), each by and among the Issuer, Macy’s, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. Each of the 2030 Notes and the 2032 Notes are senior unsecured obligations of the Issuer and are unconditionally guaranteed on an unsecured basis by Macy’s.


 


The 2030 Notes bear interest at a rate of 5.875% per annum and the 2032 Notes bear interest at a rate of 6.125% per annum. Interest on each of the 2030 Notes and the 2032 Notes accrues from March 10, 2022 and is payable in arrears on March 15 and September 15 of each year, commencing on September 15, 2022. The 2030 Notes mature on March 15, 2030 and the 2032 Notes mature on March 15, 2032, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the applicable Indenture.


 


The Issuer may redeem some or all of the applicable Notes at the redemption prices and on the terms specified in the applicable Indenture. If the Issuer experiences specific kinds of changes in control, then the Issuer must offer to repurchase the applicable Notes on the terms set forth in the applicable Indenture.


 


Each Indenture limits, among other things, the Issuer’s ability and the ability of its restricted subsidiaries to (i) grant or incur liens, (ii) enter into sale and lease-back transactions and (iii) engage in a merger or consolidation.


 


The foregoing descriptions of the Indentures do not purport to be complete and are qualified in their entirety by reference to the Indentures, which are attached hereto as Exhibits 4.1 and 4.2 and are incorporated herein by reference. 


 






Item 2.03



Creation of a Direct Financial Obligation.


 


The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.


 


Item 9.01.

Financial Statements and Exhibits.


(d) Exhibits


 










4.1



Indenture, dated as of March 10, 2022, by and among Macy’s Retail Holdings, LLC, as issuer, Macy’s, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, relating to Macy’s Retail Holdings, LLC’s 5.875% Senior Notes due 2030

.


 





4.1(a)



Form of 5.875% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1)

.


 





4.2



Indenture, dated as of March 10, 2022, by and among Macy’s Retail Holdings, LLC, as issuer, Macy’s, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, relating to Macy’s Retail Holdings, LLC’s 6.125% Senior Notes due 2032

.


 





4.2(a)



Form of 6.125% Senior Notes due 2032 (included as Exhibit A to Exhibit 4.2)

.


 





104



Cover Page Interactive Data File (embedded within the Inline XBRL Document)




 


 



 


 


MACY'S, INC.


SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 






 



 



MACY'S, INC.





 



 



 



 





Dated:  March 10, 2022



 



By:



/s/ Elisa D. Garcia 





 



 



Name:



Elisa D. Garcia





 



 



Title:



Executive Vice President, Chief Legal Officer and Secretary




 


 




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