Macy’s, Inc. Announces Debt Tender Offer - Seite 3

In conjunction with the Tender Offer, we are soliciting (the “Consent Solicitation”) from holders of the 7.600% Senior Debentures due 2025 (the “2025 Debentures”) consents (the “Consents” and each a “Consent”) to the proposed amendments (“Proposed Amendments”) to the indenture, dated as of January 15, 1991, governing the 7.600% Senior Debentures due 2025 (the “1991 Indenture”), which would eliminate substantially all restrictive covenants, certain events of default and certain other provisions contained in the 1991 Indenture. The adoption of the Proposed Amendments requires the Consent of the Holders of at least a majority of the outstanding principal amount of the 2025 Debentures and only if such 2025 Debentures are not subject to proration. Each tendering holder of 2025 Debentures will be deemed to have consented to the Proposed Amendments as to the 2025 Debentures tendered. No separate fee or other consideration will be offered for such Consents delivered pursuant to the Consent Solicitation. The Consent Solicitation will expire on the Early Tender Date.

The Tender Offer and Consent Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the condition that the Company shall have completed its concurrent New Notes Offering (as defined below) on terms and conditions satisfactory to the Company and that we have received gross cash proceeds from the New Notes Offering of at least $500 million. The Tender Offer and Consent Solicitation are not conditioned upon any minimum amount of Notes being tendered, and the Tender Offer may be amended, extended or terminated.

The Tender Offer will expire at 11:59 p.m., New York City time, on March 29, 2021, unless extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated. In order to receive the applicable Total Tender Offer Consideration, holders of Notes subject to the Tender Offer must validly tender and not validly withdraw their Notes on or before the Early Tender Date, which is 5:00 p.m., New York City time, on March 15, 2021, unless extended. Holders of Notes subject to the Tender Offer who validly tender their Notes after the Early Tender Date and on or before the Expiration Date and whose Notes are accepted for purchase, will receive the applicable Tender Offer Consideration, assuming the Maximum Tender Offer Amount is not purchased on the Early Settlement Date (as defined below). The applicable Total Tender Offer Consideration for each $1,000 in principal amount of Notes tendered and accepted for payment pursuant to the Tender Offer is described in the table above. The Tender Offer Consideration is the applicable Total Tender Offer Consideration minus the applicable Early Tender Premium for each series of Notes as set forth in the table above.