Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE ANNOUNCING PRICING TERMS - LOWES COMPANIES INC | d377953dex992.htm |
| EX-5.1 - OPINION OF HUNTON & WILLIAMS LLP - LOWES COMPANIES INC | d377953dex51.htm |
| EX-4.1 - FOURTEENTH SUPPLEMENTAL INDENTURE, DATED AS OF MAY 3, 2017 - LOWES COMPANIES INC | d377953dex41.htm |
| 8-K - FORM 8-K - LOWES COMPANIES INC | d377953d8k.htm |
Exhibit 99.1
May 3, 2017
For Immediate Release
| Contacts: | Shareholders’/Analysts’ Inquiries: | Media Inquiries: | ||
| Tiffany Mason | Colleen Penhall | |||
| 704-758-2033 | 704-758-2958 | |||
| tiffany.l.mason@lowes.com | colleen.b.penhall@lowes.com |
LOWE’S ANNOUNCES THE EARLY RESULTS OF ITS CASH TENDER OFFER
FOR UP TO $1.6 BILLION AGGREGATE PRINCIPAL AMOUNT OF CERTAIN
OF ITS OUTSTANDING DEBT SECURITIES
MOORESVILLE, N.C. – Lowe’s Companies, Inc. (NYSE: LOW) (the “Company”) today announced the early results of its previously announced cash tender offer (the “Tender Offer”) for up to $1.6 billion combined aggregate principal amount (the “Maximum Tender Amount”) of its outstanding notes (collectively, the “Notes”) in the priorities set forth in the table below. The terms and conditions of the Tender Offer are described in the Company’s Offer to Purchase, dated April 19, 2017 (the “Offer to Purchase”), and the related Letter of Transmittal. As previously announced, the purpose of the Tender Offer is to reduce the outstanding debt represented by the Notes purchased in the Tender Offer and reduce the Company’s future interest expense.
As of 5:00 p.m., New York City time, on May 2, 2017 (the “Early Tender Deadline”), the principal amounts of the Notes listed in the table below had been validly tendered and not validly withdrawn.
| Title of Security |
CUSIP Numbers |
Principal Amount Outstanding |
Principal Amount Tendered (1) |
Acceptance Priority Level |
Reference U.S. Treasury Security |
Early Tender Premium (per $1,000) |
Fixed Spread (basis points) |
|||||||||||||||||
| 7.110% Notes due 2037 |
54866NBJ7 | $ | 100,000,000 | $ | 59,180,000 | 1 | 2.875% U.S. Treasury due November 15, 2046 | $ | 30.00 | 85 | ||||||||||||||
| 6.650% Notes due 2037 |
548661CP0 | $ | 500,000,000 | $ | 270,040,000 | 2 | 2.875% U.S. Treasury due November 15, 2046 | $ | 30.00 | 85 | ||||||||||||||
| 5.800% Notes due 2036 |
548661CL9 | $ | 450,000,000 | $ | 159,894,000 | 3 | 2.875% U.S. Treasury due November 15, 2046 | $ | 30.00 | 85 | ||||||||||||||
| 5.500% Notes due 2035 |
548661CJ4 | $ | 500,000,000 | $ | 156,085,000 | 4 | 2.875% U.S. Treasury due November 15, 2046 | $ | 30.00 | 80 | ||||||||||||||
| 5.800% Notes due 2040 |
548661CR6 | $ | 500,000,000 | $ | 270,092,000 | 5 | 2.875% U.S. Treasury due November 15, 2046 | $ | 30.00 | 90 | ||||||||||||||
| 5.125% Notes due 2041 |
548661CU9 | $ | 500,000,000 | $ | 347,865,000 | 6 | 2.875% U.S. Treasury due November 15, 2046 | $ | 30.00 | 90 | ||||||||||||||
| 5.000% Notes due 2043 |
548661DA2 | $ | 500,000,000 | $ | 203,049,000 | 7 | 2.875% U.S. Treasury due November 15, 2046 | $ | 30.00 | 90 | ||||||||||||||
| 6.875% Notes due 2028 |
548661AH0 | $ | 300,000,000 | $ | 44,522,000 | 8 | 2.250% U.S. Treasury due February 15, 2027 | $ | 30.00 | 80 | ||||||||||||||
| 6.500% Notes due 2029 |
548661AK3 | $ | 400,000,000 | $ | 134,054,000 | 9 | 2.250% U.S. Treasury due February 15, 2027 | $ | 30.00 | 80 | ||||||||||||||
| 4.625% Notes due 2020 |
548661CQ8 | $ | 500,000,000 | $ | 218,587,000 | 10 | 1.500% U.S. Treasury due April 15, 2020 | $ | 30.00 | 15 |
| (1) | As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer. |
Pursuant to the terms of the Tender Offer, the amount of Notes that will be accepted for purchase is subject to the Maximum Tender Amount. The amounts of each series of Notes that will be accepted for purchase by the Company will be determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level, and the proration procedures described in the Offer to Purchase so as not to exceed the Maximum Tender Amount.
The Company expects to determine the pricing terms for the Tender Offer at 11 a.m., New York City time, on May 3, 2017. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on May 16, 2017. However, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Deadline for which the aggregate principal amount exceeds the Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline.
Notes not accepted for purchase by the Company in the 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 Letter of Transmittal.
The Company’s obligation to accept for purchase, and pay for, any Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer is conditioned on the satisfaction or waiver by the Company of the conditions described in the Offer to Purchase.
Information Relating to the Tender Offer
BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as the lead dealer managers for the Tender Offer, and Goldman, Sachs & Co., Inc. and U.S. Bancorp Investments, Inc. 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 (866) 721-1211 (toll-free), (212) 269-5550 (banks and brokers) or lowes@dfking.com. Questions regarding the Tender Offer should be directed to BofA Merrill Lynch, Liability Management Group, at (980) 387-3907 (collect) or (888) 292-0070 (toll-free) or J.P. Morgan Securities LLC, Liability Management Group, at (212) 834-3833 (collect) or (866) 834-4666 (toll-free).
2
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 Offer is being made only pursuant to an Offer to Purchase dated April 19, 2017 and a related Letter of Transmittal, which set forth the terms and conditions of the Tender Offer, 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. 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 more than 17 million customers a week in the United States, Canada and Mexico. With fiscal year 2016 sales of $65.0 billion, Lowe’s and its related businesses operate or service 2,365 home improvement and hardware stores and employ over 290,000 people. Founded in 1946 and based in Mooresville, N.C., Lowe’s supports the communities it serves through programs that focus on K-12 public education and community improvement projects. For more information, visit www.Lowes.com.
# # #
3