The TJX Companies, Inc. Announces Pricing Terms for Its Cash Takeover Bids for Certain Debt Securities

TJX Companies, Inc. (NYSE: TJX) (“TJX” or the “Company”) today announced the pricing terms for its previously announced cash take-over bids (collectively, the “Offers”) for 1 $ 118,651,000 Maximum Amount of Amended Offer “) of the debt securities listed in the table below (collectively, the” Securities “) validly tendered and not validly withdrawn no later than the Early Filing Deadline (such as as defined below) of each registered holder of Notes (individually, a “Holder” and collectively, the “Holders”). Subject to the maximum amount of the modified offer, the offers and the order of priority (the ” Acceptance Priority Levels ”as indicated in the table below under“ Acceptance Priority Level ”) are as described in the Offer to Purchase dated November 18, 2020, as amended or supplemented (the“ Offer to purchase ”). As part of the settlement of offers, the Company plans to register Record a one-time pre-tax loss on early extinguishment of debt of approximately $ 315 million in the fourth quarter of fiscal 2021.

The “Total Consideration” for each series per $ 1,000 principal amount of securities validly deposited and accepted for purchase under the Offers was determined by reference to the applicable fixed spread on the yield to maturity based on the bid price of the applicable US Treasury security. , in each case as indicated in the table below, and is payable to Holders of Notes who have validly contributed and have not validly withdrawn their Notes by 5:00 p.m. New York time on December 2, 2020 at the latest. (the “Early Tender Deadline”) and whose Titles are accepted for purchase by the Company. The benchmark returns (as determined in accordance with the Offer to Purchase) listed in the table below were determined at 10:00 a.m. New York time, today December 3, 2020, by the Dealer Managers (as defined below). The total consideration for each series of securities includes an early deposit premium of $ 30.00 per $ 1,000 principal amount of securities validly deposited and not validly withdrawn by such holders and accepted for purchase by the Company.

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As announced yesterday, TJX has amended the Offers by increasing the Maximum Bid Amount disclosed in the Offer to Purchase to the Amended Maximum Bid Amount, which has now been set at $ 1,118,651,000.

The following table presents certain information concerning the Securities and the Offers:

All payments for Notes purchased under the Early Deposit Deadline will also include accrued and unpaid interest on the principal amount of the Notes purchased from the last interest payment date applicable to the relevant series of Notes until ‘at, but not including, the early settlement date. , which is scheduled to take place on December 4, 2020.

Although the Offers expire at 11:59 p.m. New York time on December 16, 2020, because the principal amount of Securities validly deposited and not validly withdrawn before the Early Deposit Deadline exceeds the amended Maximum Deposit Amount, the Company does not expect to accept for the purchase of any offers of securities after the early filing deadline. All Securities deposited after the Early Deposit Deadline will be promptly credited to the account of the Holder of such Securities held at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.

In accordance with the terms of the offers, the withdrawal deadline was 5:00 p.m. New York time on December 2, 2020. As a result, contributed securities cannot be withdrawn except in certain limited circumstances where additional withdrawal rights are required by the law (as determined by the Company).

The Company reserves the absolute right, subject to applicable law, to: (i) waive all conditions of the Offers; (ii) extend or terminate the Offers; (iii) increase or decrease the modified Maximum Offer Amount without extending the Early Redemption Deadline or the Withdrawal Deadline; or (iv) otherwise modify the Offers in any way.

Offer information

BofA Securities, Deutsche Bank Securities Inc. and JP Morgan act as Dealer Managers for Offers (collectively, “Dealer Managers”). The information agent and tendering agent for tenders is Global Bondholder Services Corporation. Copies of the Offer to Purchase and related Offer Documents are available by contacting Global Bondholder Services Corporation by telephone at (866) 924-2200 (toll free) or (212) 430-3774 (banks and brokers), by email at contact @ gbsc-usa.com or on http://www.gbsc-usa.com/registration/tjx/. Questions regarding the Offers should be directed to BofA Securities, Liability Management Group, at (980) 387-3907 (collect), Deutsche Bank Securities Inc., Liability Management Group, at (212) 250-2955 (collect ) or (866) 627-0391 (free number) or JP Morgan, Liability Management Group, at (212) 834-3424 (collect) and (866) 834-4666 (free number).

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any securities. The solicitation of offers to sell securities is made only under the terms of the offer to purchase. Offers are not made in any jurisdiction in which making or accepting them would not comply with securities, blue sky, or other laws of that jurisdiction. None of TJX or its affiliates, their respective boards of directors or similar governing bodies, Dealer Managers, Information and Submission Agent or applicable Trustee makes any recommendation as to whether the Holders should or should not tender their securities under the Offers, and neither TJX nor any other person has authorized anyone to make such a recommendation.

About TJX Companies, Inc.

The TJX Companies, Inc. is the leading low-cost home fashion and apparel retailer in the United States and globally. As at October 31, 2020, the end of the Company’s third quarter, the Company operated a total of 4,574 stores in nine countries, in the United States, Canada, United Kingdom, Ireland, Germany, Poland, in Austria, the Netherlands and Australia. , and four e-commerce sites. These include 1,272 TJ Maxx, 1,134 Marshalls, 821 HomeGoods, 48 ​​Sierra and 34 Homesense stores, as well as tjmaxx.com, marshalls.com, and sierra.com in the USA; 280 Winners, 143 HomeSense and 102 Marshalls stores in Canada; 602 TK Maxx and 78 Homesense stores, as well as tkmaxx.com, in Europe; and 60 TK Maxx stores in Australia. TJX press releases and financial information are available at TJX.com.

Forward-looking statement

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this press release are forward-looking, including all statements that deal with activities, events or developments that we intend, expect or believe they may occur in the future are forward-looking statements and involve a number of risks and uncertainties. More specifically, we cannot assure you that the Offers will be carried out on the terms currently contemplated or not at all or that the amount and timing of the Company’s loss on the early extinguishment of the debt will be in line with current expectations. Information regarding these and other factors can be found in our filings with the Securities and Exchange Commission. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes clearly indicate that the projected results expressed or implied in such statements will not be achieved.

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Contacts

TJX Companies, Inc.
Debra mcconnell
Global communications
(508) 390-2323