Nordstrom, Inc 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participation date”), the aggregate principal amount of Old Notes validly tendered by eligible holders and not validly withdrawn was $201.38 million, which represents approximately 57.54% of the outstanding Old Notes.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Old Notes tendered may no longer be withdrawn, except where additional withdrawal rights are required by law (as determined by Nordstrom in its sole discretion).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.