Ross Stores announces take-over bids for outstanding debt securities

DUBLIN, Calif .– (COMMERCIAL THREAD) – Ross Stores, Inc. (NASDAQ: ROST) (the “Society“) today announced that it has launched take-over bids to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the”Securities“and each one”series“).

Up to $ 800,000,000 (the “Aggregate Offer Cap”) in the aggregate amount payable (excluding accrued interest) for outstanding securities of Ross Stores, Inc. listed below

Take-over bids consist of cash-to-buy offers, under the terms and conditions set forth in the tender offer, dated October 1, 2020 (as may be amended or supplemented from time to time, the “Bid), The 5.450% senior notes of the Company due 2050, the 4.800% senior notes, due 2030, the 4.700% senior notes, due 2027, the senior notes at 4.600%, due 2025 and the 3.375% Senior Notes, due 2024, up to an aggregate principal amount of securities such as the total amount payable on settlement (excluding accrued interest (such as as defined below)) for all securities purchased under the take-over bids does not exceed $ 800,000,000 (“Ceiling of the overall offer“). The Company reserves the right, but is not obligated, to increase the overall limit of the offer at any time, subject to applicable law. The amount of each series of Securities to be purchased will be determined in accordance with the acceptance priority levels set forth above and may be prorated as described in the Offer to Purchase. The Company refers investors to the Tender Offer for all the terms and conditions of the takeover bids.

The take-over bids for the Notes will expire at 11:59 p.m. New York time on October 29, 2020, or, in each case, on any other date and time on which the Company extends the applicable take-over bid ( this date and time, as it may be extended with regard to a takeover bid, the “Expiration date“), unless terminated early. Securityholders must validly deposit and invalidate their securities no later than 5:00 p.m. New York time on October 15, 2020 (such date and time, as may be extended with regard to a takeover bid, the applicable “Anticipated tender date“), to be eligible to receive the Total Consideration, which includes a cash amount equal to the amount shown in the table above under the heading” Prepayment “(the”Advance payment of the call for tenders“). If a holder validly offers Notes after the applicable Early Offer Date but no later than the applicable Expiry Date, the holder will only be eligible to receive the Consideration of the applicable late offer offer (as defined herein. below) plus accrued interest.

The applicable consideration (the “Total consideration“) offered for each $ 1,000 principal amount of each series of securities validly deposited, and not validly withdrawn, and accepted for purchase in accordance with the applicable tender offer will be determined in accordance with the formula set out in the tender offer. ” buy by reference to the fixed spread for those series specified in the table above plus the applicable yield based on the bid price of the applicable US Treasury benchmark security specified in the table above at 10:00 a.m. New York time, October 16, 2020. The “Late consideration of the offer to purchaseIs equal to the total consideration minus the prepayment.

Each take-over bid will expire on the applicable expiration date. Unless otherwise indicated below, payment for Notes which are validly deposited on or before the Expiry Date will be made on a date immediately following the Expiry Date, which is currently scheduled to be November 2, 2020, the second business day after the Expiration Date. The Company reserves the right, at its sole discretion, to make payment for Notes that are validly deposited on or before the Early Deposit Date on an earlier settlement date, which, if applicable, will be a date subsequent to the Early filing date and before the expiration date on which the conditions for satisfaction of the applicable tender offer are met, including, without limitation, the financing condition, which is specified in the tender offer. purchase.

Holders will also receive accrued and unpaid interest on securities validly deposited and accepted for purchase from the last applicable interest payment date up to, but not including, the applicable settlement date (“Increased interest“).

Deposited securities may be picked up no later than 5:00 p.m. New York time on October 15, 2020, unless extended or otherwise required by applicable law (the “Deadline for withdrawal“). Subject to applicable law, the Company may extend the Early Submission Date without extending the Withdrawal Deadline.

The takeover bids are subject to the satisfaction or waiver of certain conditions, including the financing condition, which is specified in the Purchase Offer. Takeover bids are not subject to minimum bidding conditions.

Information relating to takeover bids

The offer to purchase is being distributed to unitholders effective today. JP Morgan and BofA Securities are the dealer managers for the takeover bids. Investors with questions regarding take-over bids can contact JP Morgan at (866) 834-4666 (toll free) or (212) 834-3424 (collect) and BofA Securities at (980) 387-3907 ( collect). DF King & Co., Inc. is the tendering and information agent for take-over bids and can be contacted at (800) 848-2998 (bankers and brokers can call toll transferred to (212) 269-5550).

No member of the Company or its affiliates, their respective boards of directors, dealer managers, the Submission and Information Agent or the Securities Trustee makes any recommendation as to whether the Holders are expected to deposit securities in response to any of the tender offers, and neither the Company nor any other person has authorized anyone to make such a recommendation. Holders must make their own decision as to whether to deposit one of their securities and, if applicable, the principal amount of securities to be deposited.

Full details of the take-over bids, including full instructions on how to deposit securities, are included in the tender offer. Holders are strongly encouraged to carefully read the Offer to Purchase, including the documents incorporated by reference therein, as they will contain important information. The Offer to Purchase can be downloaded from the DF King & Co., Inc. website at www.dfking.com/rost or obtained from DF King & Co., Inc., free of charge, in calling toll-free at (800) 848-2998 (bankers and brokers can call collect at (212) 269-5550).

About the company

Ross Stores, Inc. is an S&P 500, Fortune 500, and NASDAQ 100 (ROST) company headquartered in Dublin, California with 2019 revenue of $ 16.0 billion. Since August 1, 2020, the company operates Ross Dress for Less^® (“Ross”), the largest low-cost home fashion and clothing chain in the United States with 1,566 branches in 39 states, the District of Columbia and Guam. Ross offers premium, seasonal, branded and designer clothing, accessories, footwear and homewear for the whole family at savings of 20-60% off regular department and specialty store prices. each day. The Company also operates 266 RABAIS dd^® in 20 states that offer a more moderately priced assortment of premium, seasonal, branded clothing, accessories, footwear and homewear for the whole family, with savings of 20-70% on large stores and discount stores regularly priced daily.

Forward-looking statements

This press release contains certain estimates and other forward-looking statements relating to the completion of the takeover bids, which are subject to risks and uncertainties that could cause actual results to differ materially from management’s current expectations. These factors include, but are not limited to: risks related to the satisfaction of the conditions of the takeover bids, including the satisfaction of the financing condition, as well as other factors discussed in our documents filed with the Securities and Exchange Commission. The words “plan”, “expect”, “target”, “anticipate”, “estimate”, “believe”, “foresee”, “plan”, “direction”, “prospect”, “envisage the future” and similar phrases identify forward-looking statements. Risk factors for Ross^® and the DISCOUNTS of dd^® include, but are not limited to, the uncertainties and potential for further significant business disruption resulting from the recent and ongoing COVID-19 pandemic, including potential distribution center and store closures and access restrictions for clients ; changes in the level of spending or consumer preferences for clothing and household items; the impacts of the macroeconomic environment, financial and credit markets, geopolitical conditions, unemployment levels or public health issues (such as pandemics) that affect consumer confidence and consumer disposable income; our need to effectively manage our inventory, markdowns and stockouts to achieve expected gross margin; and competitive pressures in the clothing or home merchandise retail industry. Other risk factors are set out in documents filed by the Company with the SEC, including, without limitation, Form 10-K for fiscal 2019, and Forms 10-Q and 8-K. for fiscal year 2020 filed with the SEC. The factors underlying our forecast are dynamic and subject to change. Therefore, our forecasts are only valid as of the date on which they are given and may not necessarily reflect our outlook at any other time. We do not undertake to update or revise these forward-looking statements.