Macy’s, Inc. (NYSE: M) announced today that it is offering, subject to market and other conditions, $1.1 billion aggregate principal amount of senior secured notes due 2025 (the “Notes”) in a private offering. Macy’s intends to use the net proceeds from the offering of the Notes, along with cash on hand, to repay all amounts outstanding under its revolving credit facility.

The Notes will be issued by Macy’s and will be secured on a first-priority basis by (i) a first mortgage/deed of trust in certain real property of subsidiaries of Macy’s that has been or will be transferred to subsidiaries of Macy’s Propco Holdings, LLC, a newly created direct, wholly-owned subsidiary of Macy’s (“Propco”) and (ii) a pledge by Propco of the equity interests in its subsidiaries that own or will own such transferred real property (together, the “Collateral”). The Notes will be, jointly and severally, unconditionally guaranteed on a secured basis by Propco and its subsidiaries and unconditionally guaranteed on an unsecured basis by Macy’s Retail Holdings, Inc., a direct, wholly-owned subsidiary of Macy’s, Inc. The closing of this offering is conditioned upon the closing of a new asset-based credit agreement.

This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.