UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2022
MACY'S, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware | 1-13536 | 13-3324058 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
151 West 34th Street, New York, New York 10001
(Address of Principal Executive Offices)
(212) 494-1621
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $.01 par value per share | M | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ☐ | |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |
Item 8.01. Other Events.
On March 2, 2022, Macy’s, Inc. (“Macy’s”) announced that its wholly-owned subsidiary, Macy’s Retail Holdings, LLC (“MRH”), priced an offering of $850 million in aggregate principal amount of senior notes in two separate tranches, one representing $425 million in aggregate principal amount of 5.875% senior notes due 2030 (the “2030 Notes”) and the other representing $425 million in aggregate principal amount of 6.125% senior notes due 2032 (the “2032 Notes and, together with the 2032 Notes, the “Notes”) in a private offering at an offering price of 100% of the principal amount thereof (the “Notes Offering”). The 2030 Notes will have a maturity date of March 15, 2030, and the 2032 Notes will have a maturity date of March 15, 2032. The closing of the Notes Offering is expected to occur on March 10, 2022, subject to customary closing conditions. The Notes will be senior unsecured obligations of MRH and will be unconditionally guaranteed on a senior unsecured basis by Macy’s.
MRH intends to use the net proceeds from the Notes Offering, together with cash on hand, to redeem certain of its existing outstanding senior notes and pay fees, premium and expenses in connection therewith and this offering. This Current Report does not constitute a notice of redemption of any of the notes subject to redemption. On March 2, 2022, Macy’s issued a press release announcing the pricing of the Notes Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
MACY'S, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | MACY'S, INC. |
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Dated: March 2, 2022 | | By: | /s/ Elisa D. Garcia |
| | Name: | Elisa D. Garcia |
| | Title: | Executive Vice President, Chief Legal Officer and Secretary |
