UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the |
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Securities Exchange Act of 1934 |
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Date of Report: December 17, 2008 |
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MACY’S, INC. |
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7 West Seventh Street, Cincinnati, Ohio 45202 |
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-and- |
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151 West 34th Street, New York, New York 10001 |
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Delaware |
1-13536 |
13-3324058 |
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(State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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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: |
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[ ] 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)) |
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Item 1.01 |
Entry Into a Material Definitive Agreement. |
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On December 17, 2008,
Macy's, Inc. ("Macy's") announced that it and its wholly owned
subsidiary, Macy's Retail Holdings, Inc. ("MRHI"), entered into an
Amendment and Restatement Agreement (the "Restatement Agreement")
with the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent and paying agent, and Bank of America, N.A., as administrative
agent, under the Amended and Restated Credit Agreement dated as of August 30,
2007 (the "Credit Agreement"), among Macy’s, MRHI, the lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent and
paying agent, and Bank of America, N.A., as administrative agent. The
Restatement Agreement, dated as of December 18, 2008, provides that, subject
to the satisfaction or waiver of specified conditions, the Credit Agreement
will be amended and restated effective as of January 5, 2009 (as so amended
and restated, the “Amended Credit Agreement”). |
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The amendment and
restatement of the Credit Agreement will have no effect on the size or
maturity of the credit facility, the commitments of the lenders thereunder or
the letters of credit currently outstanding thereunder. |
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Under the Amended Credit
Agreement, the Company will be required to maintain (1) a ratio of
consolidated EBITDA to consolidated net interest expense of no less than 3.00
to 1.00 through October 30, 2010 and 3.25 to 1.00 thereafter, and (2) a
ratio of consolidated indebtedness to consolidated EBITDA of no more than
4.90 to 1.00 through October 31, 2009, 4.75 to 1.00 from November 1, 2009 to
October 30, 2010 and 4.50 to 1.00 thereafter, all as calculated in accordance
with the provisions of the Amended Credit Agreement. These requirements will
replace the requirements in the Credit Agreement that currently require the
Company to maintain a ratio of consolidated EBITDA to consolidated net
interest expense of no less than 3.25 to 1.00 and a ratio of consolidated net
debt to the sum of consolidated net debt plus consolidated net worth of no
more than 0.62 to 1.00. |
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The Amended Credit
Agreement will also contain certain new or amended covenants that will
provide for, among other things, limitations on subsidiary indebtedness,
limitations on liens and sale/leaseback transactions, limitations on
dividends or other distributions in respect of equity interests and
repurchases of equity interests, and limitations on specified intercompany
transactions. |
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All obligations of MRHI
under the Amended Credit Agreement will be guaranteed by existing and future
domestic subsidiaries of MRHI, subject to such guarantees being released in
specified circumstances. |
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Macy's will pay the lenders
a customary fee for entering into the Amended Credit Agreement. In addition,
fees and interest rates under the Amended Credit Agreement will increase. |
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The foregoing disclosure is qualified in its entirety by reference to the Amendment and Restatement Agreement and form of Amended Credit Agreement, which are attached hereto as Exhibit 10.1 and are incorporated herein by reference. |
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) Exhibits. |
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Exhibit Number |
Description
Amendment and Restatement Agreement, dated as of December 18, 2008, among Macy's, Inc., Macy's Retail Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and paying agent, and Bank of America, N.A., as administrative agent.
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MACY’S, INC. |
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SIGNATURE
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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. |
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MACY’S, INC. |
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Dated: December 17, 2008 |
By: /s/ Dennis J. Broderick |
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Name: Dennis J. Broderick |
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Title: Senior Vice President, General Counsel and Secretary |
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Index to Exhibits |
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Index Number |
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10.01 |
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Amendment and Restatement Agreement, dated as of December 18, 2008, among Macy's, Inc., Macy's Retail Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and paying agent, and Bank of America, N.A., as administrative agent.
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