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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 2, 2021



(Exact name of Registrant as Specified in its Charter)





(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


151 West 34th Street, New York, New York 10001

(Address of Principal Executive Offices)

(513) 579-7780

(Registrant's telephone number, including area code)


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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value per share


New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 8.01. Other Events.

On March 2, 2021, Macy’s, Inc. (“Macy’s”) announced that its wholly-owned subsidiary, Macy’s Retail Holdings, LLC (“MRH”), intends to offer, subject to market and other customary conditions, $500 million in aggregate principal amount of senior notes due 2029 in a private offering (the “Notes Offering”). The Notes will be senior unsecured obligations of MRH and will be unconditionally guaranteed on a senior unsecured basis by Macy’s. In connection with the Notes Offering, Macy’s also announced that MRH will be conducting (i) a tender offer (the “Tender Offer”) to repurchase certain of its outstanding senior notes and debentures with net proceeds from the Notes Offering and cash on hand, subject to a maximum aggregate tender offer amount of $500 million and certain tender caps, and (ii) a consent solicitation (the “Consent Solicitation”) to holders of its 7.600% Senior Debentures due 2025 to solicit consents to proposed amendments to the indenture governing such debentures to eliminate substantially all restrictive covenants, certain events of default and certain other provisions contained therein.


On March 2, 2021, Macy’s issued separate press releases announcing the commencement of the Notes Offering and the Tender Offer and Consent Solicitation. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits












Press Release of Macy’s Relating to the Notes Offering dated March 2, 2021.



Press Release of Macy’s Relating to the Tender Offer and Consent Solicitation dated March 2, 2021.



104    Cover Page Interactive Data File (embedded witin the Inline XBRL Document).








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.









Dated:  March 2, 2021



/s/ Elisa D. Garcia 




Elisa D. Garcia




Executive Vice President, Chief Legal Officer and Secretary