Item 2.03. Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
Upon the occurrence of both (i) a change of control of Macy's and (ii) within a specified period in relation to the change of control, a downgrade of the senior notes by at least two of
The senior notes are subject to the covenants in the Indenture, which include limitations on liens, limitations on sale and leaseback transactions, limitations on sales of assets, and limitations on merger and consolidation.
The Indenture contains customary events of default, including: (a) failure to pay principal or premium, if any, on any senior note when due; (b) failure to pay any interest on any senior note for 30 days after the interest becomes due; (c) failure to redeem or repurchase any senior note when required to do so; (d)
If an event of default resulting from specified events involving bankruptcy, insolvency or reorganization occurs, the Indenture provides that the principal of, premium, if any, and accrued interest on the senior notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the senior notes. If any other event of default occurs and is continuing, the Indenture provides that either the Trustee or the holders of at least 25% in principal amount of the outstanding senior notes of a series may declare the principal amount of all the senior notes of that series to be due and payable immediately.
The foregoing disclosure is qualified in its entirety by reference to the Base Indenture and the Sixth Supplemental Indenture, which are included as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and are incorporated herein by reference.
In connection with the offering of the senior notes, Macy's is filing other exhibits to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description 1.1 Underwriting Agreement, dated
May 20, 2014, among Macy's Retail Holdings, Inc., Macy's, Inc.and the underwriters named therein. 4.1 Indenture, dated as of January 13, 2012, among Macy's Retail Holdings, Inc., as issuer, Macy's, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to Macy's, Inc.'sCurrent Report on Form 8-K (File No. 001-13536) filed on January 13, 2012) 4.2 Sixth Supplemental Trust Indenture, dated as of May 23, 2014, among Macy's Retail Holdings, Inc., as issuer, Macy's, Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee 5.1 Opinion of Jones Day12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges 23.1 Consent of Jones Day(included in Exhibit 5.1 hereof)