Gap Inc. Announces Early Tender Results of Cash Tender Offers and Consent Solicitations for Any and All of its Senior Secured Notes - Seite 3

As part of the Tender Offers, the Company is also soliciting consents (the “Consent Solicitations”) from the holders of the Notes for certain proposed amendments described in the Offer to Purchase that would, among other things, (i) eliminate certain of the restrictive covenants and provide that the Company may provide a notice of redemption to Holders of the related series of Notes to be redeemed pursuant to such notice of redemption not less than five business days nor more than 60 days prior to the redemption date for such series of Notes (the “Majority Amendments”) and (ii) terminate the security interest and release the collateral under the Indenture for the related series of Notes (the “Collateral Release Amendments”). Adoption of the Majority Amendments and the Collateral Release Amendments with respect to each series of Notes requires the requisite consents applicable to such series of Notes as described in the Offer to Purchase (the “Requisite Consents”). As of the Early Tender Time, the Company had received the Requisite Consents required to approve (i) the Majority Amendments with respect to each series of the Notes and (ii) the Collateral Release Amendments with respect to the 2025 Notes and the 2027 Notes. Accordingly, on September 27, 2021, the Company intends to execute a supplemental indenture to the indenture governing the Notes with respect to (i) the Majority Amendments related to each series of the Notes and (ii) the Collateral Release Amendments related to the 2025 Notes and the 2027 Notes.

Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are the Dealer Managers and Solicitation Agents in the Tender Offers and Consent Solicitations. Global Bondholder Services Corporation has been retained to serve as the Tender and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions regarding the Tender Offers and Consent Solicitations should contact Citigroup at [phone] (toll-free) or [phone] (collect) or Morgan Stanley at [phone] (toll-free) or [phone] (collect). Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (banks or brokers) [phone] or (toll free) [phone] or by email to [e-mail].