The TJX Companies, Inc. Announces Tender Offers for Certain Debt Securities
The following table sets forth certain information regarding the Securities and the Offers:
Title of Security |
CUSIP Number |
Principal
|
Acceptance
|
Reference |
Bloomberg
|
Fixed
|
Early
|
Hypothetical
|
4.500% Senior Notes due
|
872540 AU3 |
|
1 |
1.375% UST due |
FIT1 |
+85 |
|
|
3.875% Senior Notes due
|
872540 AT6 |
|
2 |
0.875% UST due |
FIT1 |
+60 |
|
|
3.750% Senior Notes due
|
872540 AS8 |
|
3 |
0.250% UST due |
FIT1 |
+50 |
|
|
(1) Subject to the Maximum Tender Amount and proration, the principal amount of each series of Securities that is purchased in the Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 3 being the lowest) specified in this column.
(2) The applicable page on Bloomberg from which the Dealer Managers (as defined herein) will quote the bid side prices of the applicable
(3) Includes the Early Tender Premium.
(4) Per
(5) Hypothetical Total Consideration for each series of Securities is based upon a hypothetical yield to maturity based on the bid side price of the applicable Reference
The Offers are being made pursuant to and are subject to the terms and conditions set forth in the Offer to Purchase, including the Financing Condition (as defined therein). The Offers are scheduled to expire at
Holders of Securities validly tendered and not validly withdrawn on or prior to
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Securities accepted for purchase will also receive accrued and unpaid interest rounded to the nearest cent, on such
The settlement date for Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase is expected to be
Subject to the Maximum Tender Amount and proration, all Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any validly tendered Securities having a lower Acceptance Priority Level (with 3 being the lowest), and all Securities validly tendered following the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Securities validly tendered following the Early Tender Deadline having a lower Acceptance Priority Level. If the Offers are not fully subscribed as of the Early Tender Deadline, subject to the Maximum Tender Amount and proration, Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted for purchase in priority to other Securities validly tendered following the Early Tender Deadline even if such Securities validly tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Securities validly tendered on or prior to the Early Tender Deadline. TJX reserves the absolute right to increase or decrease the Maximum Tender Amount without extending the Early Tender Deadline or the Withdrawal Deadline, subject to compliance with applicable law. There can be no assurance that TJX will increase or decrease the Maximum Tender Amount.
If the Offers are fully subscribed as of the Early Tender Deadline, Holders who validly tender Securities following the Early Tender Deadline will not have any of their Securities accepted for purchase regardless of their Acceptance Priority Level.
Securities of a series may be subject to proration (as described in the Offer to Purchase) if the aggregate purchase price of the Securities of such series validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. TJX’s obligation to accept for purchase, and to pay for, the Securities validly tendered and not validly withdrawn in the Offers is subject to the satisfaction or waiver of the conditions as described in the Offer to Purchase. TJX 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 Maximum Tender Amount without extending the Early Tender Deadline or the Withdrawal Deadline; or (iv) otherwise amend the Offers in any respect.
A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank, trust company or other nominee must contact the nominee promptly and instruct the nominee to tender such Securities on the beneficial owner’s behalf prior to the Early Tender Deadline in order to receive the Total Consideration or, in the case of Securities tendered after the Early Tender Deadline, but prior to the Expiration Date, in order to have an opportunity to receive the Tender Offer Consideration as described in the Offer to Purchase. A nominee may have an earlier deadline for accepting the applicable Offers.
Information Relating to the Offers
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to sell the Securities is only being made pursuant to the terms of the Offer to Purchase. The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of TJX or its affiliates, their respective boards of directors or similar governing bodies, the Dealer Managers, the information and tender agent or the applicable trustee is making any recommendation as to whether or not holders should tender their Securities in connection with the Offers, and neither TJX nor any other person has authorized any person to make any such recommendation.
About
Forward-looking Statement
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this release are forward-looking, including all statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements, and involve a number of risks and uncertainties. Specifically, we cannot assure you that the Offers described above will be made on the terms currently contemplated or at all. Information concerning these and other factors can be found in our filings with the
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