Item 1.01 Entry into a Material Definitive Agreement.
On July 28, 2020, in connection with the settlement of Macy's Retail Holdings,
LLC ("MRH")'s previously announced offers to eligible holders to exchange
(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validly withdrawn) outstanding 6.65% Senior Debentures due 2024 issued by MRH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Notes") to be issued by MRH for validly tendered (and not validly withdrawn)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issued by MRH for validly tendered (and not validly withdrawn) outstanding 8.75%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validly tendered (and not validly withdrawn) outstanding 7.875% Senior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tendered (and not validly withdrawn) outstanding 6.9% Senior Debentures due 2032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") 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by MRH for validly tendered (and not validly withdrawn) outstanding 6.7% Senior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"), MRH issued:
(i) $80,811,000 aggregate principal amount of New 2024 Notes;
(ii) $73,892,000 aggregate principal amount of New 2028 Notes;
(iii) $13,000,000 aggregate principal amount of New 2029 Notes;
(iv) $4,686,000 aggregate principal amount of New 2030 Notes;
(iv) $5,339,000 aggregate principal amount of New 2032 Notes; and
(v) $182,698,000 aggregate principal amount of New 2034 Notes.
The New Notes were issued pursuant to an indenture, dated as of July 28, 2020
(the "New Notes Indenture"), by and among MRH, as issuer, Macy's, Inc., as
guarantor (the "Guarantor" or the "Company"), and U.S. Bank National
Association, a national banking association, as trustee and collateral trustee.
The New Notes are senior obligations of MRH and the Company and are or will be
secured on a second-priority basis by (i) a pledge of 100% of the issued and
outstanding equity interests of each subsidiary of Macy's Propco Holdings, LLC
("Propco") and (ii) a mortgage/deed of trust in all real property owned or to be
owned by Propco and any of its subsidiaries, subject to certain exceptions and
permitted liens (collectively, the "Collateral").
The New 2024 Notes will bear interest at a rate of 6.65% per annum, payable
semi-annually on January 15 and July 15, commencing on January 15, 2021. The New
2024 Notes will mature on July 15, 2024. The New 2028 Notes will bear interest
at a rate of 6.7% per annum, payable semi-annually on March 15 and September 15,
commencing on September 15, 2020. The New 2028 Notes will mature on September
15, 2028. The New 2029 Notes will bear interest at a rate of 8.75% per annum,
payable semi-annually on May 15 and November 15, commencing on November 15,
2020. The New 2029 Notes will mature on May 15, 2029. The New 2030 Notes will
bear interest at a rate of 7.875% per annum, payable semi-annually on March 1
and September 1, commencing on September 1, 2020. The New 2030 Notes will mature
on March 1, 2030. The New 2032 Notes will bear interest at a rate of 6.9% per
annum, payable semi-annually on January 15 and July 15, commencing on January
15, 2021. The New 2032 Notes will mature on January 15, 2032. The New 2034 Notes
will bear interest at a rate of 6.7% per annum, payable semi-annually on January
15 and July 15, commencing on January 15, 2021. The New 2034 Notes will mature
on July 15, 2034.
MRH may redeem some or all of the New Notes at the redemption prices and on the
terms specified in the New Notes Indenture. The New Notes Indenture, among other
things, limits MRH's ability and the ability of the restricted subsidiaries to
(i) grant or incur liens (ii) incur, assume or guarantee additional secured
indebtedness (iii) enter into sale and lease-back transactions, (iv) sell or
otherwise dispose of assets that are Collateral and (v) engage in a merger or
consolidation.
The New Notes have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and any
applicable state securities laws.
The foregoing description of the New Notes Indenture does not purport to be
complete and is qualified in its entirety by reference to the New Notes
Indenture, which is as attached hereto as Exhibit 4.1 and is incorporated herein
by reference.
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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 8.01 Other Events.
On July 24, 2020, MRH's previously announced consent solicitations from holders
of each series of Old Notes (the "Consent Solicitations") pursuant to a consent
solicitation statement (the "Consent Solicitation Statement") 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") expired.
As previously announced, the requisite consents for the Proposed Amendments were
previously 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. On July 28,
2020, the Supplemental Indenture became operative.
The foregoing description of the Supplemental Indenture does not purport to be
complete and is qualified in its entirety by reference to the Supplemental
Indenture, which is as attached hereto as Exhibit 4.3 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture, dated as of July 28, 2020, among Macy's Retail Holdings,
LLC ("MRH"), as issuer, Macy's, Inc. ("Macy's"), as guarantor, and U.S.
Bank National Association, as trustee and collateral trustee, relating
to MRH's 6.65% Senior Secured Debentures due 2024, 6.7% Senior Secured
Debentures due 2028, 8.75% Senior Secured Debentures due 2029, 7.875%
Senior Secured Debentures due 2030, 6.9% Senior Secured Debentures due
2032 and 6.7% Senior Secured Debentures due 2034.
4.2 Form of 6.65% Senior Secured Debentures due 2024, 6.7% Senior Secured
Debentures due 2028, 8.75% Senior Secured Debentures due 2029, 7.875%
Senior Secured Debentures due 2030, 6.9% Senior Secured Debentures due
2032 and 6.7% Senior Secured Debentures due 2034 (included as Exhibit A
to Exhibit 4.1).
4.3 Fifth Supplemental Trust Indenture, dated as of July 10, 2020, among
MRH, as issuer, Macy's, as guarantor, and The Bank of New York Mellon
Trust Company, National Association, as trustee, relating to MRH's
6.65% Senior Debentures due 2024, 6.7% Senior Debentures due 2028,
8.75% Senior Debentures due 2029, 7.875% Senior Debentures due 2030,
6.9% Senior Debentures due 2032 and 6.7% Senior Debentures due 2034.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 Document).
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