Up to the Aggregate Tender Cap (not to exceed the Tender SubCap for each series of Notes, if any) of the Outstanding Debt Securities of Lowe's Companies, Inc. Listed Below in the Priority Listed Below
Title of Security |
CUSIP |
Principal |
Tender |
Acceptance |
Reference |
Bloomberg |
Early |
Fixed |
7.110% Notes due 2037 |
54866NBJ7 |
|
N/A |
1 |
1.250% |
FIT1 |
|
175 |
6.650% Notes due 2037 |
548661CP0 |
|
N/A |
2 |
1.250% |
FIT1 |
|
145 |
5.800% Notes due 2036 |
548661CL9 |
|
N/A |
3 |
1.250% |
FIT1 |
|
145 |
5.800% Notes due 2040 |
548661CR6 |
|
N/A |
4 |
1.250% |
FIT1 |
|
135 |
5.125% Notes due 2050 |
548661DW4 |
|
|
5 |
1.250% |
FIT1 |
|
137 |
5.000% Notes due 2043 |
548661DA2 |
|
N/A |
6 |
1.250% |
FIT1 |
|
150 |
5.125% Notes due 2041 |
548661CU9 |
|
N/A |
7 |
1.250% |
FIT1 |
|
145 |
4.550% Notes due 2049 |
548661DS3 |
|
|
8 |
1.250% |
FIT1 |
|
132 |
5.000% Notes due 2040 |
548661DV6 |
|
|
9 |
1.250% |
FIT1 |
|
112 |
4.375% Notes due 2045 |
548661DJ3 |
|
N/A |
10 |
1.250% |
FIT1 |
|
130 |
4.650% Notes due 2042 |
548661CX3 |
|
N/A |
11 |
1.250% |
FIT1 |
|
120 |
4.250% Notes due 2044 |
548661DE4 |
|
N/A |
12 |
1.250% |
FIT1 |
|
130 |
4.050% Notes due 2047 |
548661DQ7 |
|
N/A |
13 |
1.250% |
FIT1 |
|
125 |
5.500% Notes due 2035 |
548661CJ4 |
|
N/A |
14 |
0.625% |
FIT1 |
|
150 |
7.200% Notes due 2027 |
54866NBP3 |
|
N/A |
15 |
0.625% |
FIT1 |
|
120 |
6.875% Notes due 2028 |
548661AH0 |
|
N/A |
16 |
0.625% |
FIT1 |
|
110 |
6.500% Notes due 2029 |
548661AK3 |
|
N/A |
17 |
0.625% |
FIT1 |
|
105 |
4.500% Notes due 2030 |
548661DU8 |
|
N/A |
18 |
0.625% |
FIT1 |
|
86 |
(1) The applicable Tender SubCap applies to aggregate principal amount of the respective series of Notes tendered.
(2) Subject to the Aggregate Tender Cap and Tender SubCaps and proration, the principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable acceptance priority level (in numerical priority order) as specified in this column.
(3) The applicable page on Bloomberg from which the Lead Dealer Managers will quote the bid-side prices of the applicable
The Tender Offers are being made upon and are subject to the terms and conditions, including a financing condition, set forth in the Company's Offer to Purchase dated October 7, 2020 (the "Offer to Purchase") and the related Letter of Transmittal. The Tender Offers will expire at 11:59 p.m.,
The consideration paid in the Tender Offers for each series of Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield based on the bid side price of the applicable
Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase. The settlement date for Notes that are validly tendered on or prior to the Early Tender Deadline is expected to be October 23, 2020, the second business day after the Tender Offer Price Determination Date (the "Early Settlement Date"). The settlement date for Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Date is expected to be November 6, 2020, the second business day following the Expiration Date (the "Final Settlement Date"), assuming the Aggregate Tender Cap is not purchased on the Early Settlement Date.
Subject to the Aggregate Tender Cap, Tender SubCaps and proration, if applicable, all Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any tendered Notes having a lower Acceptance Priority Level (with 18 being the lowest), and all Notes validly tendered following the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes tendered following the Early Tender Deadline having a lower Acceptance Priority Level. However, even if the Tender Offers are not fully subscribed as of the Early Tender Deadline, subject to the Aggregate Tender Cap and Tender SubCaps, Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted for purchase in priority to other Notes tendered following the Early Tender Deadline even if such Notes tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Notes tendered on or prior to the Early Tender Deadline.
When proration of a series of tendered Notes is required, the aggregate principal amount of Notes tendered by a holder of the Notes in that series will be multiplied by the proration rate and then rounded down to the nearest
The Company's obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is conditioned on the satisfaction or waiver of the conditions described in the Offer to Purchase, including a financing condition and certain other general conditions described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offers; (ii) extend or terminate the Tender Offers; (iii) increase, decrease or eliminate one or more of the Tender SubCaps or increase or decrease the Aggregate Tender Cap; or (iv) otherwise amend the Tender Offers in any respect.
Information Relating to the Tender Offers
Barclays Capital Inc. and Wells Fargo Securities, LLC are acting as the lead dealer managers for the Tender Offers, and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as co-dealer managers. The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting D.F. King & Co., Inc. at (800) 884-4725 (toll-free), (212) 269-5550 (banks and brokers) or [email protected]. Questions regarding the Tender Offer should be directed to Barclays, Liability Management Group, at (212) 528-7581 (collect), (800) 438-3242 or [email protected] or Wells Fargo Securities, Liability Management Group, at (704) 410-4759 (collect), (866) 309-6316 (toll-free) or [email protected]. This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to an Offer to Purchase dated October 7, 2020 and a related Letter of Transmittal, which set forth the terms and conditions of the Tender Offers, and only in such jurisdictions as is permitted under applicable law.
Disclosure Regarding Forward-Looking Statements
Included herein are forward-looking statements, including statements with respect to an anticipated financing and any repayment of debt. There are many factors that affect management's views about future events and trends of the business and operations of the Company, all as more thoroughly described in the Company's filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking information included in this release or any of its public filings.
About Lowe's
Lowe's Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 home improvement company serving approximately 18 million customers a week in
LOW-IR
Contacts: |
Shareholders'/Analysts' Inquiries: |
Media Inquiries: |
Kate Pearlman |
Jackie Pardini Hartzell |
|
704-775-3856 |
704-758-4317 |
|
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SOURCE Lowe's Companies, Inc.