Nordstrom, Inc. Announces Expiration of Early Participation Period for Exchange Offer
SEATTLE--(BUSINESS WIRE)--Dec. 17, 2013--
Nordstrom, Inc. (NYSE: JWN) today announced the expiration of the early
participation period in connection with its offer to eligible holders to
exchange its 7.00% Senior Notes due 2038 (the “Old Notes”) for up to
$300 million aggregate principal amount of its 5.00% Senior Notes due
2044 (the “New Notes”).
As of 5:00 p.m., New York City time, on December 16, 2013 (the “early
participation date”), the aggregate principal amount of Old Notes
validly tendered by eligible holders and not validly withdrawn was
$201.38 million, which represents approximately 57.54% of the
outstanding Old Notes.
Holders of the Old Notes who validly tendered and did not validly
withdraw Old Notes at or prior to 5:00 p.m., New York City time, on the
early participation date, and whose tenders are accepted for exchange by
Nordstrom, will receive the “total exchange consideration” which will
be, for each $1,000 principal amount of Old Notes tendered and accepted,
New Notes bearing a principal amount of $1,318.43 (inclusive of the
“early participation payment” of $30), plus accrued interest in the
amount of $28.81.
The exchange offer will expire at midnight, New York City time, on
December 31, 2013, unless extended or earlier terminated. 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, will receive the total exchange consideration minus
the early participation payment. Old Notes tendered may no longer be
withdrawn, except where additional withdrawal rights are required by law
(as determined by Nordstrom in its sole discretion). Consummation of the
exchange offer is subject to a number of conditions, including the
absence of certain adverse legal and market developments.
The New Notes will constitute a further issue of, and will form a single
series with, the 5.00% Senior Notes due 2044 which Nordstrom issued on
December 12, 2013 in the aggregate principal amount of $400 million.
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 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 and applicable state securities laws. Nordstrom
has entered into a registration rights agreement with respect to the New
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,
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. Holders
of Old Notes 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.
This press release does not constitute an offer or an invitation by
Nordstrom 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.
Source: Nordstrom, Inc.
Investor and Media Contact:
Nordstrom, Inc.
Rob
Campbell, 206-233-6550