Annual report pursuant to Section 13 and 15(d)

Long-Term Debt

v2.4.0.8
Long-Term Debt
12 Months Ended
Feb. 01, 2014
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt    
($ in millions)
 
2013
 
2012
Issue:
 
 
 
 
5.65% Senior Notes Due 2020(1)
 
$
400

 
$
400

5.75% Senior Notes Due 2018(1)
 
300

 
300

6.375% Senior Notes Due 2036(1)
 
400

 
400

6.875% Medium-Term Notes Due 2015
 
200

 
200

6.9% Notes Due 2026
 
2

 
2

7.125% Debentures Due 2023
 
10

 
255

7.4% Debentures Due 2037
 
326

 
326

7.625% Notes Due 2097
 
500

 
500

7.65% Debentures Due 2016
 
200

 
200

7.95% Debentures Due 2017
 
285

 
285

Term Loan
 
2,239

 

Total notes and debentures
 
4,862

 
2,868

Less: current maturities
 
23

 

Total long-term debt
 
$
4,839

 
$
2,868

Weighted-average interest rate at year end
 
6.5
%
 
6.9
%
Weighted-average maturity
 
15 years

 
 
 
(1)
These debt issuances contain a change of control provision that would obligate us, at the holders’ option, to repurchase the debt at a price of 101%. These provisions trigger if there were a beneficial ownership change of 50% or more of our common stock.  
Tender Offer
On April 30, 2013 we announced the commencement of a cash tender offer (Tender Offer) and consent solicitation for our 7.125% Debentures Due 2023 (Notes) for total consideration consisting of an amount equal to $1,350 per $1,000 principal amount of Notes, including a consent payment in the amount equal to $50 per $1,000 principal amount of Notes. We solicited consents to effect certain proposed amendments to the indenture, as amended and supplemented, governing the Notes (the Indenture) that would eliminate most of the restrictive covenants and certain events of default and other provisions in the Indenture (Proposed Amendments).
On May 14, 2013, we announced that we had amended our previously announced Tender Offer (Amended Tender Offer) and related solicitation of consents to extend the expiration date of the consent solicitation and to increase the tender consideration. The Amended Tender Offer increased the total consideration from $1,350 to $1,450 per $1,000 principal amount of the Notes (Amended Tender Offer Consideration); extended the expiration date of the consent solicitation from May 13, 2013 to May 20, 2013 (Consent Expiration) and extended the expiration of the tender offer from May 28, 2013 to June 4, 2013 (Expiration Time).
Holders that validly tendered their Notes prior to the Consent Expiration, as extended, received the Amended Tender Offer Consideration. Holders that validly tendered their Notes after the Consent Expiration, as extended, but prior to the Expiration Time, as extended, received only the tender offer consideration of $1,400 per $1,000 principal amount of the Notes (Tender Offer Consideration). Holders whose Notes were accepted for purchase in the Amended Tender Offer also received accrued and unpaid interest to, but not including, the applicable payment date for the Notes. On May 22, 2013, we accepted for purchase $243 million in aggregate principal amount of the Notes, representing 95.41% of the outstanding principal amount, for aggregate Amended Tender Offer Consideration of $352 million. On June 5, 2013, we accepted for purchase an additional $2 million in aggregate principal amount of the Notes, for aggregate Tender Offer Consideration of $3 million. The Tender Offer resulted in a loss on the extinguishment of debt of $114 million which includes the premium paid over face value of the Notes of $110 million, reacquisition costs of $2 million and the write-off of unamortized debt issue costs of $2 million. As a result of receiving the requisite consent of the Holders of at least 66 2/3% of aggregate principal amount of Notes outstanding, the Proposed Amendments were approved and became operative.

Term Loan Facility
On May 22, 2013, JCP entered into a $2.25 billion five-year senior secured term loan facility (2013 Term Loan Facility). The 2013 Term Loan Facility is guaranteed by J. C. Penney Company, Inc. and certain subsidiaries of JCP, and is secured by mortgages on certain real estate of JCP and the guarantors, in addition to substantially all other assets of JCP and the guarantors. Proceeds of the 2013 Term Loan Facility were used to fund the Amended Tender Offer and will be used to fund ongoing working capital requirements and general corporate purposes. The 2013 Term Loan Facility bears interest at a rate of LIBOR plus 5.0%. We are required to make quarterly repayments in a principal amount equal to $5.625 million during the five-year term, beginning September 30, 2013, subject to certain reductions for mandatory and optional prepayments.

Scheduled Debt Repayment
In August 2012, we repaid $230 million of 9.0% Notes at maturity.  

Scheduled Annual Principal Payments on Long-Term Debt
($ in millions)
 
2014
$
23

2015
223

2016
223

2017
308

2018
2,447

Thereafter
1,638

Total
$
4,862