Davis Polk advised the representatives of the initial purchasers in a Rule 144A/Regulation S offering by Macy’s, Inc. of $1.3 billion aggregate principal amount of its 8.375% senior secured notes due 2025. The notes are senior, secured obligations of Macy’s and are secured on a first-priority basis by 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 a newly created direct, wholly owned subsidiary of Macy’s, Propco and a pledge by Propco of the equity interests in its subsidiaries that own or will own such transferred real property. The notes are 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.

Macy’s intends to use the proceeds of the notes offering, along with cash on hand, to repay outstanding borrowings under its existing $1.5 billion revolving credit facility.

Macy’s, Inc. is one of the nation’s premier omni-channel fashion retailers, with fiscal 2019 sales of $24.6 billion. The company comprises three retail brands, Macy’s, Bloomingdale’s and Bluemercury. Macy’s, Inc. is headquartered in New York, New York.

The Davis Polk capital markets team included partners Michael Kaplan and Marcel Fausten and associates Stephen A. Byeff, Amy Mao and Yushen Liu. The finance team included counsel Darren Mahone, associate Sarah L. Walton. The real estate team included counsel Susan D. Kennedy and associate Jaclyn Katz. The tax team included counsel Alon Gurfinkel. Members of the Davis Polk team are based in the New York and London offices.