14.03.2007 12:00:00
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Saks Incorporated Commences Modified Dutch Auction Tender Offer for Its 8 1/4% Notes Due 2008
Retailer Saks Incorporated (NYSE: SKS) (the "Company”)
announced today that it has commenced a modified "Dutch
Auction” tender offer to purchase a portion of
its 8¼% Notes due November 15, 2008 (the
"Notes") for an aggregate purchase price not to exceed $100 million (the "offer
cap”).
OfferCap Title ofSecurities
CUSIPNumber
PrincipalAmountOutstanding
MinimumSpread
MaximumSpread
UST ReferenceSecurity
BloombergRef. Page
$100,000,000
8¼% Notes due November 15, 2008
79377WAA6
$190,324,000
50 bps
100 bps
3.375% Notes due November 15, 2008
PX4
On the terms and subject to the conditions of the offer, the Company is
offering to purchase for cash an amount of Notes having an aggregate
purchase price up to the offer cap stated above, at a price (the
"Purchase Price") per $1,000 principal amount that results, on the date
of purchase, in a yield (the "Tender Offer Yield") to the maturity date
equal to the sum of (i) the yield to maturity of the reference security
(the "Reference Yield"), plus (ii) a spread specified by the holders of
the Notes that is within the minimum and maximum spread for the Notes,
as set forth in the table above, as determined by the modified "Dutch
Auction" procedure described below, minus accrued and unpaid interest
thereon to, but not including, the date of purchase. In addition,
accrued and unpaid interest to, but not including, the date of purchase
will be paid. The Reference Yield and the resulting Tender Offer Yield
and Purchase Price for the Notes will be calculated in accordance with
standard market practice and the methodology described in the Offer to
Purchase dated March 14, 2007. The Reference Yields will be set at 2:00
p.m., New York City time, two business days prior to the expiration time
of the offer, as described below.
Under the modified "Dutch Auction" procedure,
the Company will accept Notes validly tendered in the order of highest
to lowest spreads (within the range set forth above) specified by the
holders and will select the single highest spread so specified as the
"Clearing Spread," to be added to the Reference Yield, that will enable
the Company to purchase an amount of the Notes having an aggregate
purchase price up to the offer cap specified above (or, if Notes having
an aggregate purchase price less than the offer cap are validly
tendered, all Notes so tendered). The Company will pay the same Purchase
Price for all Notes validly tendered at or above the Clearing Spread and
accepted for payment. If the aggregate amount of Notes validly tendered
at or above the Clearing Spread and not withdrawn exceeds the offer cap,
then, subject to the terms and conditions of the offer, the Company will
accept for purchase, first, all Notes validly tendered at spreads above
the Clearing Spread and, thereafter, the Notes validly tendered at the
Clearing Spread on a prorated basis according to the principal amount of
such Notes. The Company will make appropriate adjustments downward to
the nearest $1,000 principal amount to avoid purchases of Notes in
principal amounts other than integral multiples of $1,000.
The offer is conditioned upon the satisfaction of certain general
conditions. The offer is not conditioned on a minimum amount of Notes
being tendered in the offer.
The offer will expire at 12:00 midnight New York City time, on April 11,
2007, unless extended. Notes tendered pursuant to the offer may be
withdrawn at any time before the expiration time. Payment for tendered
Notes will be made in same-day funds promptly following the expiration
time.
Citigroup Corporate and Investment Banking and Goldman, Sachs & Co. are
the Dealer Managers for the offer. Global Bondholder Services Corp. is
the Depositary and Information Agent.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell the Notes. The offer is made only by an Offer to
Purchase dated March 14, 2007. Persons with questions regarding the
offer should contact Citigroup Corporate and Investment Banking at (800)
558-3745, Goldman, Sachs & Co. at (800) 828-3182 or (212) 902-9077 or
Global Bondholder Services Corp. at (866) 795-2200 or (212) 430-3774.
Requests for documentation should be directed to Global Bondholder
Services Corp. at (212) 430-3774 (for banks and brokers only) or (866)
795-2200 (for all others toll-free).
Saks Incorporated operates Saks Fifth Avenue, which consists of 54 Saks
Fifth Avenue stores, 49 Saks Off 5TH stores,
and saks.com. The Company also currently operates 62 Club Libby Lu
specialty stores.
Forward-looking Information The information contained in this press release that addresses future
results or expectations is considered "forward-looking”
information within the definition of the Federal securities laws.
Forward-looking information in this document can be identified through
the use of words such as "may,” "will,” "intend,” "plan,” "project,” "expect,” "anticipate,” "should,” "would,” "believe,” "estimate,” "contemplate,” "possible,”
and "point.” The
forward-looking information is premised on many factors, some of which
are outlined below. Actual consolidated results might differ materially
from projected forward-looking information if there are any material
changes in management’s assumptions. The forward-looking information and statements are or may be based on
a series of projections and estimates and involve risks and
uncertainties. These risks and uncertainties include such factors as:
the level of consumer spending for apparel and other merchandise carried
by the Company and its ability to respond quickly to consumer trends;
adequate and stable sources of merchandise; the competitive pricing
environment within the retail sector; the effectiveness of planned
advertising, marketing, and promotional campaigns; favorable customer
response to relationship marketing efforts of proprietary credit card
loyalty programs; appropriate inventory management; effective expense
control; successful operation of the Company’s
proprietary credit card strategic alliance with HSBC Bank Nevada, N.A.;
geo-political risks; changes in interest rates; the outcome of the
formal investigation by the Securities and Exchange Commission and the
inquiry the Company understands has been commenced by the Office of the
United States Attorney for the Southern District of New York into the
matters that were the subject of the investigations conducted during
2004 and 2005 by the Audit Committee of the Company’s
Board of Directors and any related matters that may be under
investigation or the subject of inquiry; the ultimate amount of
reimbursement to vendors of improperly collected markdown allowances;
the ultimate impact of improper timing of recording of inventory
markdowns; and the ultimate impact of incorrect timing of recording of
vendor markdown allowances. For additional information regarding
these and other risk factors, please refer to Exhibit 99.1 to the Company’s
Form 10-K for the fiscal year ended January 28, 2006 filed with the SEC,
which may be accessed via EDGAR through the Internet at www.sec.gov. Management undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events, or otherwise. Persons are advised, however, to consult
any further disclosures management makes on related subjects in its
reports filed with the SEC and in its press releases.
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