Nordstrom, Inc. Announces Expiration and Results of Exchange Offer
02 Gennaio 2014 - 10:45PM
Business Wire
Nordstrom, Inc. (NYSE:JWN) (the “Company”) announced today the
expiration and results of its offer to eligible holders to exchange
its outstanding 7.00% Senior Notes due 2038 (the “old notes”) held
by them for up to $300,000,000 of its newly-issued 5.00% Senior
Notes due 2044 (the “new notes”), the complete terms and conditions
of which were 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 midnight, New York City time, on December 31, 2013 (the
“expiration date”), according to D. F. King & Co., Inc., the
exchange agent for the exchange offer, the aggregate principal
amount of old notes validly tendered and not validly withdrawn was
$201,477,000, which represents approximately 57.56% of the
outstanding old notes. The Company has accepted all of the old
notes validly tendered and not validly withdrawn as of the
expiration date. The settlement date for the exchange offer is
expected to be today (the “settlement date”).
Eligible holders who validly tendered and did not validly
withdraw their old notes at or prior to 5:00 p.m., New York City
time, on December 16, 2013 (the “early participation date”), will
receive on the settlement date the “total exchange price”, which
will be, for each $1,000 principal amount of old notes tendered and
accepted for exchange by the Company, $1,318.43 in principal amount
of new notes, as calculated in accordance with the offering
memorandum. The total exchange price is inclusive of an “early
participation payment” of $30.00, payable only to eligible holders
who validly tendered and who did not validly withdraw their old
notes at or prior to the early participation date, plus accrued
interest in the amount of $28.81.
Eligible holders who validly tendered and did not validly
withdraw their old notes after the early participation date but
prior to the expiration date will receive on the settlement date
the “exchange price”, calculated as the total exchange price
minus the early participation payment.
The company received tenders of $97,000 in principal amount of old
notes after the early participation date.
The new notes will constitute a further issuance of, and will
form a single series with, the 5.00% Senior Notes due 2044 (the
“2044 notes”), which the Company issued on December 12, 2013 in the
aggregate principal amount of $400,000,000. After settlement of the
exchange offer, $665,562,000 aggregate principal amount of the 2044
notes will be outstanding.
The new notes will not be registered under the Securities Act of
1933 or any state securities laws. The new notes may not be offered
or sold in the United States or to any U.S. persons except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws. A registration rights agreement
provides for the registration of the new notes.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the old notes or any other
securities.
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.
Media and Investor Contact:Nordstrom, Inc.Rob
Campbell, 206-233-6550
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