FRAMINGHAM, Mass.--(BUSINESS WIRE)--The TJX Companies, Inc. (NYSE: TJX) today announced that, in connection with its previously announced cash tender offers for up to $750.0 million combined aggregate principal amount of the debt securities listed in the table below from each registered holder of Securities, approximately $1.50 billion in combined aggregate principal amount of Securities was validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on December 2, 2020, in the aggregate amounts as shown in the table below. The Company also today announced it has amended the Offers to increase the previously announced Maximum Tender Amount from $750,000,000 to $1,118,651,000 of the Securities validly tendered and not validly withdrawn by the Early Tender Deadline (the “Amended Maximum Tender Amount”).
The terms and conditions of the Offers are described in the Offer to Purchase and remain unchanged except as amended hereby. The following table sets forth certain information regarding the Securities and the Offers:
| Title of Security | CUSIP Number | Acceptance Priority Level | Aggregate Principal Amount Outstanding Prior to the Offers | Aggregate Principal Amount Tendered(1) | Aggregate Principal Amount Expected to be Accepted for Purchase | Proration Factor |
| 4.500% Senior Notes due 2050 | 872540 AU3 | 1 | $750,000,000 | $364,501,000 | $364,501,000 | 100.0% |
| 3.875% Senior Notes due 2030 | 872540 AT6 | 2 | $1,250,000,000 | $754,150,000 | $754,150,000 | 100.0% |
| 3.750% Senior Notes due 2027 | 872540 AS8 | 3 | $750,000,000 | $382,087,000 | $0 | 0.0% |
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(1) As of the Early Tender Deadline.
Subject to the Amended Maximum Tender Amount, the Offers, order of priority (the “Acceptance Priority Levels”) and proration set forth in the table above are as described in the Offer to Purchase, dated November 18, 2020, as amended or supplemented (the “Offer to Purchase”). Any Securities validly tendered and not withdrawn by the Early Tender Deadline that are not accepted for purchase will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase. The determination of the Total Consideration (as defined in the Offer to Purchase) will occur at 10:00 a.m., New York City time, on December 3, 2020. The early settlement date is expected to occur on December 4, 2020 (the “Early Settlement Date”).
Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on December 16, 2020, because the principal amount of Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeded the Amended Maximum Tender Amount, the Company does not expect to accept for purchase any tenders of Securities after the Early Tender Deadline. Any Securities tendered after the Early Tender Deadline will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.
Holders of Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be eligible to receive the Total Consideration (as defined in the Offer to Purchase), which includes an early tender premium of $30.00 per $1,000 principal amount of Securities validly tendered and not validly withdrawn by such Holders and accepted for purchase by the Company. All payments for Securities purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Securities purchased from the last interest payment date applicable to the relevant series of Securities up to, but not including, the Early Settlement Date.
In accordance with the terms of the Offers, the Withdrawal Deadline was 5:00 p.m., New York City time, on December 2, 2020. As a result, tendered Securities may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).
The Company reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions to the Offers; (ii) extend or terminate the Offers; (iii) increase or decrease the Amended Maximum Tender Amount without extending the Early Tender Deadline or the Withdrawal Deadline; or (iv) otherwise amend the Offers in any respect.
About The TJX Companies, Inc.
The TJX Companies, Inc. is the leading off-price retailer of apparel and home fashions in the U.S. and worldwide. As of October 31, 2020, the end of the Company’s third quarter, the Company operated a total of 4,574 stores in nine countries, the United States, Canada, the United Kingdom, Ireland, Germany, Poland, Austria, the Netherlands, and Australia, and four e-commerce sites. These include 1,272 T.J. Maxx, 1,134 Marshalls, 821 HomeGoods, 48 Sierra, and 34 Homesense stores, as well as tjmaxx.com, marshalls.com, and sierra.com in the United States; 280 Winners, 143 HomeSense, and 102 Marshalls stores in Canada; 602 T.K. Maxx and 78 Homesense stores, as well as tkmaxx.com, in Europe; and 60 T.K. Maxx stores in Australia. TJX’s press releases and financial information are available at TJX.com.
