Gap starts cash tender offers, consent solicitations for senior notes

Chicago, Sept. 13 – Gap, Inc. started cash tender offers and consent solicitations for any and all of its senior secured notes from three series, according to a press release.

The company is offering to purchase its:

• $500 million outstanding 8 3/8% senior secured notes due 2023 (Cusips: 364760AL2, U36547AC8) for $1,121.25 per note;

• $750 million outstanding 8 5/8% senior secured notes due 2025 (Cusips: 364760AM0, U36547AD6) for $1,092.50 per note; and

• $1 billion outstanding 8 7/8% senior secured notes due 2027 (Cusips: 364760AN8, U36547AE4) for $1,165 per note.

The purchase prices represent the payment per $1,000 note and the total consideration. The total considerations include a $30 early tender premium for noteholders who tender by the early deadline.

Interest will also be paid to the relevant settlement date.

Gap is also soliciting consents.

The company is soliciting consents to change the restrictive covenants and would allow Gap to issue a notice of redemption with at least five days notice but not more than 60 days before the redemption date. The consent solicitations would also terminate the security interest and release the collateral under the indenture for the related series of notes.

Noteholders who tender their notes will be deemed to have given consent, and noteholders may not give consent without tendering their notes.

The offers are conditioned upon the receipt of at least $1.5 billion in proceeds from the issuance of a new senior notes in a concurrent debt financing.

Financing for the tender offer will come from the new notes and cash on hand.

The early tender deadline is 5 p.m. ET on Sept. 24. The early deadline is also the withdrawal deadline.

The offers and consent solicitations will expire at 11:59 p.m. ET on Oct. 8.

Early settlement is expected one business day after the early deadline and final settlement is planned for two business days after the final deadline.

Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) and Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) are the dealer managers and solicitation agents.

Global Bondholder Services Corp. is the tender and information agent (212 430-3774, 866 807-2200, contact@gbsc-usa.com).

Gap is a San Francisco-based retailer of clothing and accessories.

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