The Gap, Inc. Announces Early Tender Results of Cash Tender Offers and Consent Solicitations for Any and All of its Senior Secured Notes
September 27, 2021 at 08:41 am EDT
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The Gap, Inc. announced the early tender results of its offers to purchase for cash any and all of its outstanding 8.375% Senior Secured Notes due 2023 (the “2023 Notes”), 8.625% Senior Secured Notes due 2025 (the “2025 Notes”) and 8.875% Senior Secured Notes due 2027 (the “2027 Notes”, and together with the 2023 Notes and 2025 Notes, the “Notes”) and (ii) Consent Solicitations, in each case upon the terms and conditions described in the Company’s Offer to Purchase and Consent Solicitation Statement, dated September 13, 2021. The Tender Offers and Consent Solicitations are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase. Holders of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Time and have been accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Total Consideration for such series of Notes as set forth in the table above, which includes the early tender premium of $30 per $1,000 principal amount of Notes (the “Early Tender Premium”), together with accrued but unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date. The Tender Offers and Consent Solicitations will expire at 11:59 p.m., New York City time, on October 8, 2021, unless extended or terminated by the company. As part of the Tender Offers, the Company is also soliciting consents (the “Consent Solicitations”) from the holders of the Notes for certain proposed amendments described in the Offer to Purchase that would, among other things, (i) eliminate certain of the restrictive covenants and provide that the company may provide a notice of redemption to Holders of the related series of Notes to be redeemed pursuant to such notice of redemption not less than five business days nor more than 60 days prior to the redemption date for such series of Notes (the “Majority Amendments”) and (ii) terminate the security interest and release the collateral under the Indenture for the related series of Notes (the “Collateral Release Amendments”). Adoption of the Majority Amendments and the Collateral Release Amendments with respect to each series of Notes requires the requisite consents applicable to such series of Notes as described in the Offer to Purchase (the “Requisite Consents”). As of the Early Tender Time, the Company had received the Requisite Consents required to approve (i) the Majority Amendments with respect to each series of the Notes and (ii) the Collateral Release Amendments with respect to the 2025 Notes and the 2027 Notes. Accordingly, on September 27, 2021, the Company intends to execute a supplemental indenture to the indenture governing the Notes with respect to (i) the Majority Amendments related to each series of the Notes and (ii) the Collateral Release Amendments related to the 2025 Notes and the 2027 Notes.
The Gap, Inc. is a specialty apparel company in America. The Company offers apparel, accessories and personal care products for women, men and children. Its Old Navy, Gap, Banana Republic, and Athleta brands offer clothing, accessories and lifestyle products for men, women and children. It is an omni-channel retailer, with sales to customers both in stores and online, through Company-operated and franchise stores, websites, and third-party arrangements. Its omni-channel services, including buying online pick-up in store, order-in-store, find-in-store, and ship-from-store, as well as enhanced mobile-enabled experiences, are tailored across its collection of brands. Gap includes adult apparel and accessories, GapKids, babyGap, Gap Maternity, GapBody, and GapFit collections. Banana Republic is a premium lifestyle retailer celebrating exploration and self-expression through timeless quality, versatile fabrics, and exceptionally made womenswear, menswear, and home designs.