Nordstrom, Inc. Announces Pricing of Offering of Senior Notes
04 Dicembre 2013 - 12:08AM
Business Wire
Nordstrom, Inc. (NYSE: JWN) announced today that it priced a
private offering (“Private Cash Offering”) to eligible purchasers
of $400 million aggregate principal amount of 5.00% Senior Notes
due 2044 (the “New Notes”) at an offering price of 99.331% of the
principal amount thereof. Nordstrom estimates that the net proceeds
from the issuance and sale of the New Notes (after deducting the
initial purchasers' discounts and its estimated offering expenses)
will be approximately $393 million. The net proceeds from the sale
of the Notes will be used for general corporate purposes, including
repayment or retirement of outstanding indebtedness due in 2014,
financing of capital expenditures and working capital needs.
Nordstrom Inc. also announced that it expects to make private
offers (the “Private Exchange Offering”) to exchange its
outstanding 7.00% Senior Notes due 2038 (the “Old Notes”) for up to
a maximum of $300 million aggregate principal amount of
additional New Notes. It is expected that the New Notes issued
pursuant to the Private Exchange Offers will comprise part of the
same series as, and will be fungible for U.S. federal income tax
purposes with, the New Notes sold in the Private Cash Offering.
The New Notes have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”) or any state or other
securities laws 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 applicable
state laws. Nordstrom, Inc. plans to offer and issue the New Notes
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act and to non-U.S. persons outside the United
States pursuant to Regulation S. The Private Exchange Offering is
only made, and copies of the Private Exchange Offering documents
will only be made available, to a holder of Old Notes who has
certified in an eligibility letter certain matters to Nordstrom,
Inc., including its status as a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act or that it is a
person other than a “U.S. person” as defined in Rule 902 under the
Securities Act. The New Notes will be subject to restrictions on
transferability and resale and may not be transferred or resold
except in compliance with the registration requirements of the
Securities Act or pursuant to an exemption therefrom and in
compliance with other applicable securities laws.
This press release is being issued pursuant to Rule 135c under
the Securities Act, and is neither an offer to sell nor a
solicitation of an offer to buy the New Notes or any other
securities and shall not constitute an offer to sell or a
solicitation of an offer to buy, or a sale of, the New Notes or any
other securities in any jurisdiction in which such offer,
solicitation or sale is unlawful. The Private Cash Offering and the
Private Exchange Offering are made only by, and pursuant to, the
terms set forth in the related offering memoranda. Neither the
Private Cash Offering nor the Private Exchange Offering are being
made to persons in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
ABOUT NORDSTROM
Nordstrom, Inc. is one of the leading fashion specialty
retailers based in the U.S. Founded in 1901 as a shoe store in
Seattle, today Nordstrom operates 261 stores in 35 states,
including 117 full-line stores, 141 Nordstrom Racks, two Jeffrey
boutiques and one clearance store. Nordstrom also serves customers
through Nordstrom.com and through its catalogs. Additionally, the
Company operates in the online private sale marketplace through its
subsidiary HauteLook. Nordstrom, Inc.'s common stock is publicly
traded on the NYSE under the symbol JWN.
Forward Looking Statements
This press release contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words like “will,” “may,” “should,”
“expect,” “anticipate,” “future,” “plan,” “believe,” “intend,”
“goal,” “seek,” “estimate,” “project,” “continue,” and similar
expressions. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based
only on our current beliefs, expectations and assumptions regarding
the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include, among others, those items described in part I, Item 1A.
Risk Factors, of our Annual Report on Form 10-K for the year ended
February 2, 2013. The forward-looking statements included in this
press release are made only as of the date of this release, and
except as otherwise required by federal securities law, we do not
have any obligation to publicly update or revise any
forward-looking statements to reflect subsequent events or
circumstances.
Investor and Media contact:Nordstrom, Inc.Rob Campbell,
206-233-6550
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