In addition, the Company has amended the Tender Offers (the "Upsize Amendments") to (i) increase the previously announced Aggregate Tender Cap from
As of 5:00 p.m.,
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 Numbers |
Principal Amount Outstanding |
Principal Amount Tendered(1) |
Tender SubCap(2) |
Principal Amount Accepted |
Acceptance Priority Level(3) |
Total Consideration (4)(5) |
Approximate Proration |
7.110% Notes due 2037 |
54866NBJ7 |
|
|
N/A |
|
1 |
|
100% |
6.650% Notes due 2037 |
548661CP0 |
|
|
N/A |
|
2 |
|
100% |
5.800% Notes due 2036 |
548661CL9 |
|
|
N/A |
|
3 |
|
100% |
5.800% Notes due 2040 |
548661CR6 |
|
|
N/A |
|
4 |
|
100% |
5.125% Notes due 2050 |
548661DW4 |
|
|
|
|
5 |
|
100% |
5.000% Notes due 2043 |
548661DA2 |
|
|
N/A |
|
6 |
|
100% |
5.125% Notes due 2041 |
548661CU9 |
|
|
N/A |
|
7 |
|
100% |
4.550% Notes due 2049 |
548661DS3 |
|
|
|
|
8 |
|
100% |
5.000% Notes due 2040 |
548661DV6 |
|
|
|
|
9 |
|
100% |
4.375% Notes due 2045 |
548661DJ3 |
|
|
N/A |
|
10 |
|
100% |
4.650% Notes due 2042 |
548661CX3 |
|
|
N/A |
|
11 |
|
100% |
4.250% Notes due 2044 |
548661DE4 |
|
|
N/A |
|
12 |
|
72% |
4.050% Notes due 2047 |
548661DQ7 |
|
|
N/A |
|
13 |
|
0% |
5.500% Notes due 2035 |
548661CJ4 |
|
|
N/A |
|
14 |
|
0% |
7.200% Notes due 2027 |
54866NBP3 |
|
|
N/A |
|
15 |
|
0% |
6.875% Notes due 2028 |
548661AH0 |
|
|
N/A |
|
16 |
|
0% |
6.500% Notes due 2029 |
548661AK3 |
|
|
N/A |
|
17 |
|
0% |
4.500% Notes due 2030 |
548661DU8 |
|
|
N/A |
|
18 |
|
0% |
(1) |
As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offers. |
(2) |
The applicable Tender SubCap applies to aggregate principal amount of the respective series of Notes tendered. |
(3) |
Subject to the Aggregate Tender Cap (as increased) and Tender SubCaps (as increased) and proration, the principal amount of each series of Notes that is purchased in each Tender Offer was determined in accordance with the applicable acceptance priority level (in numerical priority order) as specified in this column. |
(4) |
Per |
(5) |
The Total Consideration includes the early tender premium of |
The Tender Offers are scheduled to expire at 11:59 p.m.,
Pursuant to the terms of the Tender Offers, the amount of Notes accepted for purchase is subject to the Aggregate Tender Cap (as increased), Tender SubCaps (as increased) and the proration procedures described in the Offer to Purchase. The amounts of each series of Notes accepted for purchase by the Company was determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 18 being the lowest Acceptance Priority Level. Settlement for Notes accepted for purchase is expected to occur on October 23, 2020 (the "Early Settlement Date"). Holders whose Notes are accepted for purchase pursuant to the Tender Offers on the Early Settlement Date will receive the applicable Total Consideration for such Notes as described in the Offer to Purchase and will also receive accrued and unpaid interest rounded to the nearest cent on each
Notes not accepted for purchase by the Company in a Tender Offer will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company or otherwise returned in accordance with the Offer to Purchase and related Letter of Transmittal.
The Company's obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offers 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.
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 Offers 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.