Nordstrom, Inc. Announces Private Exchange Offer
04 Dicembre 2013 - 12:10AM
Business Wire
Nordstrom, Inc. (NYSE: JWN) announced today that it has
commenced an offer to eligible holders to exchange its outstanding
7.00% Senior Notes due 2038 (the “old notes”) held by them for up
to a maximum of $300,000,000 aggregate principal amount of its
newly-issued 5.00% Senior Notes due 2044 (the “new notes”), the
complete terms and conditions of which are set forth in a
confidential offering memorandum dated December 3, 2013 (the
“offering memorandum”) and the related letter of transmittal (the
“exchange offer”). As of today, there are $350,000,000 aggregate
principal amount of old notes outstanding.
CUSIP
No.
Title of
Series
Outstanding
Principal Amount (US$)
Reference U.S.
Treasury Security
Bloomberg
Reference Page
Fixed Spread
(basis points)
Early
Participation Payment (1)
655664AL4 7.00% Senior Notes due 2038 $350,000,000 3.625%
U.S. Treasury Security due August 15, 2043 PX1
98
$30.00
(1) To be paid in new notes per $1,000
principal amount of old notes. See Annex B to the offering
memorandum for details regarding the calculation of the
hypothetical exchange price for old notes tendered after the early
participation date (as defined below) but before the expiration
date (as defined below) and the hypothetical principal amount of
new notes for old notes tendered before the early participation
date. Actual amounts will be determined at the pricing time (as
defined below). Does not reflect any accrued and unpaid interest.
We will pay accrued and unpaid interest on the old notes up to, but
not including, the applicable settlement date (as defined
below).
____________________________
The following is a brief summary of certain key elements of the
exchange offer:
- The exchange offer will expire at
midnight, New York City time, on December 31, 2013, unless extended
(the “expiration date”).
- Eligible holders who validly tender and
who do not validly withdraw old notes at or prior to 5:00 p.m., New
York City time, on December 16, 2013, unless extended (the “early
participation date”), and whose tenders are accepted for exchange
by Nordstrom, Inc., will receive the “total exchange price” for
each $1,000 principal amount of old notes, which will be payable in
the form of new notes.
- The “total exchange price” for the old
notes will be based on a pricing formula using the bid-side yield
on the 3.625% U.S. Treasury Security due August 15, 2043 plus a
fixed spread of 98 basis points and will be calculated at 2:00
p.m., New York City time, on December 16, 2013 (the “Pricing
Time”).
- The total exchange price will be
inclusive of an “early participation payment” of $30.00 per $1,000
principal amount of old notes tendered and accepted for exchange by
Nordstrom, Inc.
- For each $1,000 principal amount of old
notes tendered and accepted for exchange by Nordstrom, Inc., the
total exchange price will be payable in the form of a principal
amount of new notes having an equal value, determined as set forth
below.
- The principal amount of new notes to be
issued as described above will equal the “exchange ratio”
multiplied by $1,000. The “exchange ratio” will be the ratio
determined by dividing the total exchange price by the “new notes
value”, which will be based on a pricing formula using the bid-side
yield on the 3.625% U.S. Treasury Security due August 15, 2043 plus
a fixed spread of 120 basis points and will be calculated at the
pricing time.
- Eligible holders who validly tender old
notes after the early participation date but at or prior to the
expiration date, and whose tenders are accepted for exchange by
Nordstrom, Inc., will receive the total exchange price minus the
early participation payment, determined as set forth in the
offering memorandum.
- Tenders of old notes in the exchange
offer may be validly withdrawn at any time at or prior to the early
participation date; provided that Nordstrom, Inc. may extend the
early participation date; without extending the deadline by which
old notes tendered in the exchange offer may be validly withdrawn,
unless required by law. Old notes tendered after the early
participation date may not be withdrawn, except where additional
withdrawal rights are required by law (as determined by Nordstrom,
Inc. in its sole discretion).
- The new notes will constitute a further
issuance of, and will form a single series with, the
5.00% Senior Notes due 2044 that we expect to issue on December 12,
2013 in the aggregate principal amount of $400,000,000 (the
"original notes").
- The new notes will mature on January
15, 2044 and will bear interest at a fixed rate of 5.00% per year.
Interest on the new notes will accrue from December 12, 2013 and
will be payable semi-annually, in arrears, on January 15 and
July 15 of each year, beginning July 15, 2014.
- Consummation of the exchange offer is
subject to a number of conditions, including a “qualified reopening
condition,” as set forth in the offering memorandum, the issuance
of the original notes and the absence of certain adverse legal and
market developments.
- Nordstrom, Inc. will not receive any
cash proceeds from the exchange offer.
- In the event that the principal amount
of new notes issuable in respect of old notes validly tendered and
not validly withdrawn would exceed the maximum exchange amount,
Nordstrom, Inc. will accept old notes for exchange on a pro rata
basis among the tendering holders such that the aggregate principal
amount of new notes that will be issuable in exchange for old notes
does not exceed $300,000,000.
If and when issued, the new notes will not have 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. Nordstrom, Inc. will
enter into a registration rights agreement with respect to the new
notes and the original notes.
The exchange offer is only made, and copies of the exchange
offer 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. Note holders who desire a copy of the
eligibility letter confirming that they are eligible holders should
complete and return the letter of eligibility at the website
www.dfking.com/Nordstrom or contact D. F. King & Co., Inc., the
information agent for the private exchange offer, at (800) 290-6427
(toll free) or (212) 269-5550 (for banks and brokers only) or at
www.dfking.com/Nordstrom.
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 does not constitute an offer or an invitation
by Nordstrom, Inc. to participate in the exchange offer in any
jurisdiction in which it is unlawful to make such an offer or
solicitation in 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.
Nordstrom, Inc.Bank and broker contact:D.F. King & Co.,
Inc., 800-290-6427 or 212-269-5550orMedia contact:Rob Campbell,
206-233-6550
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