The TJX Companies, Inc. (NYSE: TJX) (“TJX” or the “Company”)
today announced that it has commenced cash tender offers
(collectively, the “Offers”) for up to $750.0 million combined
aggregate principal amount (the “Maximum Tender Amount”) of the
debt securities listed in the table below (collectively, the
“Securities”). The Offers are subject to the proration procedures
described in the Offer to Purchase dated November 18, 2020, as
amended or supplemented (the “Offer to Purchase”), and order of
priority (the “Acceptance Priority Levels” as set forth in the
table below under “Acceptance Priority Level”), and are made to
each registered holder of Securities (individually, a “Holder,” and
collectively, the “Holders”).
The following table sets forth certain information regarding the
Securities and the Offers:
Title of Security
CUSIP Number
Principal Amount
Outstanding
Acceptance Priority Level
(1)
Reference U.S. Treasury
Security
Bloomberg Reference Page
(2)
Fixed Spread (basis
points) (3)
Early Tender
Premium(4)
Hypothetical Total
Consideration (3)(4)(5)
4.500% Senior Notes due 2050
872540 AU3
$750,000,000
1
1.375% UST due 8/15/2050
FIT1
+85
$30.00
$1,415.64
3.875% Senior Notes due 2030
872540 AT6
$1,250,000,000
2
0.875% UST due 11/15/2030
FIT1
+60
$30.00
$1,204.44
3.750% Senior Notes due 2027
872540 AS8
$750,000,000
3
0.250% UST due 10/31/2025
FIT1
+50
$30.00
$1,172.27
(1) Subject to the Maximum Tender Amount and proration, the
principal amount of each series of Securities that is purchased in
the Offers will be determined in accordance with the applicable
Acceptance Priority Level (in numerical priority order with 1 being
the highest Acceptance Priority Level and 3 being the lowest)
specified in this column.
(2) The applicable page on Bloomberg from which the Dealer
Managers (as defined herein) will quote the bid side prices of the
applicable U.S. Treasury Security. In the above table, “UST”
denotes a U.S. Treasury Security.
(3) Includes the Early Tender Premium.
(4) Per $1,000 principal amount validly tendered on or prior to
the Early Tender Deadline (as defined below) and accepted for
purchase.
(5) Hypothetical Total Consideration for each series of
Securities is based upon a hypothetical yield to maturity based on
the bid side price of the applicable Reference U.S. Treasury
Security specified for the applicable series in the table above
(the “Reference Yield”) determined as of 10:00 a.m., New York City
time, on November 17, 2020 and assumes a settlement date of
December 4, 2020. The Reference Yield used to determine actual
consideration for the Securities is expected to be calculated on
December 3, 2020 (the “Price Determination Date”). The information
provided in the above table with respect to the Securities is for
illustrative purposes only. The Company and the Dealer Managers (as
defined below) make no representation with respect to the actual
consideration that may be paid with respect to the Securities, and
such amounts may be greater or less than those shown in the above
table depending on the Reference Yield as of the Price
Determination Date.
The Offers are being made pursuant to and are subject to the
terms and conditions set forth in the Offer to Purchase, including
the Financing Condition (as defined therein). The Offers are
scheduled to expire at 11:59 p.m., New York City time, on December
16, 2020, unless extended by TJX (such date and time as it may be
extended, the “Expiration Date”), or unless earlier terminated.
Tendered Securities may be withdrawn on or prior to, but not after,
5:00 p.m., New York City time, on December 2, 2020 (the “Withdrawal
Deadline”), except in certain limited circumstances where
additional withdrawal rights are required by law.
Holders of Securities validly tendered and not validly withdrawn
on or prior to 5:00 p.m., New York City time, on December 2, 2020
(the “Early Tender Deadline”) and accepted for purchase will
receive the applicable total consideration (“Total Consideration”),
which includes an early tender premium of $30.00 per $1,000
principal amount of the Securities accepted for purchase (the
“Early Tender Premium”). The Total Consideration for each series of
Securities validly tendered and accepted for purchase will be
determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread over the yield to maturity
based on the bid side price of the applicable Reference U.S.
Treasury Security specified in the table above and in the Offer to
Purchase. In calculating the applicable Total Consideration for a
series of Securities, the application of the par call date will be
in accordance with standard market practice. Holders of Securities
who validly tender their Securities following the Early Tender
Deadline and on or prior to the Expiration Date will only receive
the applicable Tender Offer Consideration per $1,000 principal
amount of any such Securities validly tendered by such Holders that
are accepted for purchase. The “Tender Offer Consideration” is
equal to the applicable Total Consideration minus the Early Tender
Premium. The Total Consideration and Tender Offer Consideration
will be determined at 10:00 a.m., New York City time, on December
3, 2020, unless extended by TJX.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all Holders of Securities accepted
for purchase will also receive accrued and unpaid interest rounded
to the nearest cent, on such $1,000 principal amount of Securities
from the last applicable interest payment date up to, but not
including, the applicable settlement date.
The settlement date for Securities validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline and
accepted for purchase is expected to be December 4, 2020, the
second business day after the Early Tender Deadline (the “Early
Settlement Date”). The settlement date for Securities validly
tendered following the Early Tender Deadline but on or prior to the
Expiration Date and accepted for purchase is expected to be
December 18, the second business day after the Expiration Date,
assuming that the Maximum Tender Amount of Securities is not
purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount and proration, all
Securities validly tendered and not validly withdrawn on or prior
to the Early Tender Deadline having a higher Acceptance Priority
Level (with 1 being the highest) will be accepted before any
validly tendered Securities having a lower Acceptance Priority
Level (with 3 being the lowest), and all Securities validly
tendered following the Early Tender Deadline having a higher
Acceptance Priority Level will be accepted before any Securities
validly tendered following the Early Tender Deadline having a lower
Acceptance Priority Level. If the Offers are not fully subscribed
as of the Early Tender Deadline, subject to the Maximum Tender
Amount and proration, Securities validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline will be accepted
for purchase in priority to other Securities validly tendered
following the Early Tender Deadline even if such Securities validly
tendered following the Early Tender Deadline have a higher
Acceptance Priority Level than Securities validly tendered on or
prior to the Early Tender Deadline. TJX reserves the absolute right
to increase or decrease the Maximum Tender Amount without extending
the Early Tender Deadline or the Withdrawal Deadline, subject to
compliance with applicable law. There can be no assurance that TJX
will increase or decrease the Maximum Tender Amount.
If the Offers are fully subscribed as of the Early Tender
Deadline, Holders who validly tender Securities following the Early
Tender Deadline will not have any of their Securities accepted for
purchase regardless of their Acceptance Priority Level.
Securities of a series may be subject to proration (as described
in the Offer to Purchase) if the aggregate purchase price of the
Securities of such series validly tendered and not validly
withdrawn would cause the Maximum Tender Amount to be exceeded.
TJX’s obligation to accept for purchase, and to pay for, the
Securities validly tendered and not validly withdrawn in the Offers
is subject to the satisfaction or waiver of the conditions as
described in the Offer to Purchase. TJX reserves the absolute
right, subject to applicable law, to: (i) waive any and all
conditions to the Offers; (ii) extend or terminate the Offers;
(iii) increase or decrease the Maximum Tender Amount without
extending the Early Tender Deadline or the Withdrawal Deadline; or
(iv) otherwise amend the Offers in any respect.
A beneficial owner of Securities that are held of record by a
broker, dealer, commercial bank, trust company or other nominee
must contact the nominee promptly and instruct the nominee to
tender such Securities on the beneficial owner’s behalf prior to
the Early Tender Deadline in order to receive the Total
Consideration or, in the case of Securities tendered after the
Early Tender Deadline, but prior to the Expiration Date, in order
to have an opportunity to receive the Tender Offer Consideration as
described in the Offer to Purchase. A nominee may have an earlier
deadline for accepting the applicable Offers.
Information Relating to the
Offers
BofA Securities, Deutsche Bank Securities Inc. and J.P. Morgan
are acting as the dealer managers for the Offers (collectively, the
“Dealer Managers”). The information agent and tender agent for the
Offers is Global Bondholder Services Corporation. Copies of the
Offer to Purchase and related offering materials are available by
contacting Global Bondholder Services Corporation by telephone at
(866) 924-2200 (toll-free) or (212) 430-3774 (banks and brokers),
by email at contact@gbsc-usa.com or at
www.gbsc.usa.com/registration/tjx/. Questions regarding the Offers
should be directed to BofA Securities, Liability Management Group,
at (980) 387-3907 (collect), Deutsche Bank Securities Inc.,
Liability Management Group, at (212) 250-2955 (collect) or (866)
627-0391 (toll-free) or J.P. Morgan, Liability Management Group, at
(212) 834-3424 (collect) and (866) 834-4666 (toll-free).
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell with
respect to any securities. The solicitation of offers to sell the
Securities is only being made pursuant to the terms of the Offer to
Purchase. The Offers are not being made in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.
None of TJX or its affiliates, their respective boards of directors
or similar governing bodies, the Dealer Managers, the information
and tender agent or the applicable trustee is making any
recommendation as to whether or not holders should tender their
Securities in connection with the Offers, and neither TJX nor any
other person has authorized any person to make any such
recommendation.
About The TJX Companies,
Inc.
The TJX Companies, Inc. is the leading off-price retailer of
apparel and home fashions in the U.S. and worldwide. As of October
31, 2020, the end of the Company’s third quarter, the Company
operated a total of 4,574 stores in nine countries, the United
States, Canada, the United Kingdom, Ireland, Germany, Poland,
Austria, the Netherlands, and Australia, and four e-commerce sites.
These include 1,272 T.J. Maxx, 1,134 Marshalls, 821 HomeGoods, 48
Sierra, and 34 Homesense stores, as well as tjmaxx.com,
marshalls.com, and sierra.com in the United States; 280 Winners,
143 HomeSense, and 102 Marshalls stores in Canada; 602 T.K. Maxx
and 78 Homesense stores, as well as tkmaxx.com, in Europe; and 60
T.K. Maxx stores in Australia. TJX’s press releases and financial
information are available at TJX.com.
Forward-looking
Statement
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: Various statements made in this release are
forward-looking, including all statements that address activities,
events or developments that we intend, expect or believe may occur
in the future are forward-looking statements, and involve a number
of risks and uncertainties. Specifically, we cannot assure you that
the Offers described above will be made on the terms currently
contemplated or at all. Information concerning these and other
factors can be found in our filings with the Securities and
Exchange Commission. We do not undertake to publicly update or
revise our forward-looking statements even if experience or future
changes make it clear that any projected results expressed or
implied in such statements will not be realized.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201118005689/en/
The TJX Companies, Inc. Debra McConnell Global Communications
(508) 390-2323
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