Macy’s Announces Successful Completion of Debt Tender Offer

  Macy’s Announces Successful Completion of Debt Tender Offer

Business Wire

CINCINNATI -- November 28, 2012

Macy’s, Inc. (NYSE:M) today announced the closing of the cash tender offer  by
its wholly owned subsidiary, Macy’s Retail Holdings, Inc., to purchase up to
$700 million in aggregate principal amount of its outstanding debt securities
listed on the table below (the “Notes”).

“Through this transaction and our recent debt issuance, we have successfully
improved our debt maturity profile and decreased our ongoing interest
expense,” said Karen M. Hoguet, Macy’s, Inc. chief financial officer.

Macy’s, Inc. expects to record additional interest expense relating to the
tender offer of approximately $133 million ($83 million after income taxes)
prior to February 2, 2013. By completing the tender offer and related
financing, Macy’s interest expense is anticipated to be reduced on a full year
basis by $30 million.

An aggregate principal amount of $1,178,097,000 of Notes was validly tendered
in the tender offer and not validly withdrawn. The table below identifies the
principal amount of each series of Notes validly tendered and not validly
withdrawn and the principal amount that Macy’s Retail Holdings has accepted
for purchase:

                             Acceptance     Aggregate        Principal        Principal        Final
CUSIP       Title of     Priority     Principal      Amount         Amount         Proration
Number        Security       Level^(1)      Amount           Tendered         Accepted for     Factor^(2)
                                            Outstanding                       Purchase
              5.90%
314275AA6     Senior         1              $976,966,000     $696,175,000     $400,000,000     57.5%
              Notes due
              2016
              7.45%
577778BF9     Debentures     2              $122,700,000     $63,734,000      $63,734,000      100.0%
              due 2016
              7.50%
577778AX1     Debentures     3              $100,000,000     $31,011,000      $31,011,000      100.0%
              due 2015
              7.875%
55616XAE7     Senior         4              $611,875,000     $387,177,000     $205,255,000     53.0%
              Notes due
              2015
          

^(1) The 5.90% Senior Notes due 2016 were subject to a maximum principal
amount limitation of $400 million in the tender offer.

^(2) The final proration factors have been rounded to the nearest tenth of a
percentage point for presentation purposes.

The amount of each series of Notes purchased was determined under the terms
and conditions of the tender offer as set forth in the Offer to Purchase,
dated October 29, 2012, as modified by Macy’s press release, dated November
13, 2012. Because the maximum aggregate principal amount of $700 million for
the tender offer was exceeded, and the maximum aggregate principal amount of
$400 million for the 5.90% Senior Notes due 2016 was also exceeded, Macy’s
Retail Holdings did not accept all of the Notes tendered for purchase.

The consideration for the Notes accepted for purchase, as calculated by the
Dealer Managers and announced on November 13, 2012, plus accrued and unpaid
interest, will be paid today, November 28, 2012. Notes that have been tendered
but not accepted will be promptly returned to the tendering parties.

Credit Suisse Securities (USA) LLC served as the Coordinating Dealer Manager
and BofA Merrill Lynch and J.P. Morgan Securities LLC served as the other
Dealer Managers for the tender offer. Global Bondholder Services Corporation
is the Information Agent and the Depositary. Persons with questions regarding
the tender offer should contact Credit Suisse Securities (USA) LLC at
(toll-free) (800) 820-1653, BofA Merrill Lynch at (toll-free) (888) 292-0070
and J.P. Morgan Securities LLC at (toll-free) (866) 834-4666.

Macy’s, Inc., with corporate offices in Cincinnati and New York, is one of the
nation’s premier retailers, with fiscal 2011 sales of $26.4 billion. The
company operates about 840 department stores in 45 states, the District of
Columbia, Guam and Puerto Rico under the names of Macy’s and Bloomingdale’s,
as well as the macys.com and bloomingdales.com websites. The company also
operates 12 Bloomingdale’s Outlet stores.

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 conditions to, or
changes in the timing of, proposed transactions, changes in the conditions of
the securities markets, particularly the markets for debt securities and other
factors identified in documents filed by Macy’s with the Securities and
Exchange Commission.

(NOTE: Additional information on Macy’s, Inc., including past news releases,
is available at www.macysinc.com/pressroom).

Contact:

Macy’s, Inc.
Media – Jim Sluzewski, 513-579-7764
or
Investor – Matt Stautberg, 513-579-7780
 
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