Nordstrom, Inc. Announces Private Exchange Offer
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, onDecember 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, onDecember 16, 2013 , unless extended (the “early participation date”), and whose tenders are accepted for exchange byNordstrom, 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 at2:00 p.m. ,New York City time, onDecember 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 byNordstrom, Inc. -
For each
$1,000 principal amount of old notes tendered and accepted for exchange byNordstrom, 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 dueAugust 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 byNordstrom, 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 fromDecember 12, 2013 and will be payable semi-annually, in arrears, onJanuary 15 andJuly 15 of each year, beginningJuly 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 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
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
ABOUT
Forward Looking Statements
This press release contains “forward-looking statements” within the
meaning of the safe harbor provisions of the
Source:
Nordstrom, Inc.
Bank and broker contact:
D.F. King & Co.,
Inc., 800-290-6427 or 212-269-5550
or
Media contact:
Rob
Campbell, 206-233-6550