The TJX Companies, Inc. Announces the Pricing Terms of Its Cash Tender Offers for Certain Debt Securities
The TJX Companies, Inc. (NYSE: TJX) (“TJX” or the “Company”) today announced the pricing terms of its previously announced cash tender offers (collectively, the “Offers”) for $1,118,651,000 combined aggregate principal amount (the “Amended Maximum Tender Amount”) of the debt securities listed in the table below (collectively, the “Securities”) validly tendered and not validly withdrawn on or before the Early Tender Deadline (as defined below) from each registered holder of Securities (individually, a “Holder,” and collectively, the “Holders”). Subject to the Amended Maximum Tender Amount, the Offers and order of priority (the “Acceptance Priority Levels” as set forth in the table below under “Acceptance Priority Level”) are as described in the Offer to Purchase dated November 18, 2020, as amended or supplemented (the “Offer to Purchase”). In connection with the settlement of the Offers, the Company expects to record a one-time pre-tax loss on early extinguishment of debt of approximately $315 million in the fourth quarter of fiscal 2021.
The “Total Consideration” for each series per $1,000 principal amount of Securities validly tendered and accepted for purchase pursuant to the Offers was determined by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable U.S. Treasury Security, in each case as set forth in the table below, and is payable to Holders of the Securities who validly tendered and did not validly withdraw their Securities on or before 5:00 p.m., New York City time, on December 2, 2020 (the “Early Tender Deadline”) and whose Securities are accepted for purchase by the Company. The Reference Yields (as determined pursuant to the Offer to Purchase) listed in the table below were determined at 10:00 a.m., New York City time, today, December 3, 2020, by the Dealer Managers (as defined below). The Total Consideration for each series of Securities includes an early tender premium of $30.00 per $1,000 principal amount of Securities validly tendered and not validly withdrawn by such Holders and accepted for purchase by the Company.
As announced yesterday, TJX has amended the Offers by increasing the Maximum Tender Amount disclosed in the Offer to Purchase to the Amended Maximum Tender Amount, which has now been established as $1,118,651,000.
The following table sets forth certain information regarding the Securities and the Offers:
Title of Security
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