UPDATE: JC Penney Increases Tender Offer Consideration for Debenture from $1K to $1.4K

J. C. Penney Company, Inc.

(the "Company"), as co-obligor on the Notes (as defined below), and J. C. Penney Corporation, Inc., a wholly owned subsidiary of the Company ("JCP"), as issuer of the Notes, announced today that, in connection with the previously announced cash tender offer to purchase any and all of JCP's outstanding 7 1/8% Debentures Due 2023 (CUSIP No. 708160 BE5) (the "Notes") and related solicitation of consents to previously described amendments to the indenture, as amended and supplemented (the "Indenture"), governing the Notes (the "Proposed Amendments"), JCP has increased the tender offer consideration (as increased, the "Tender Offer Consideration") payable in the tender offer from $1,300 to $1,400 per $1,000 principal amount of Notes, has extended the expiration date of the consent solicitation from May 13, 2013, to May 20, 2013, at 5:00 p.m., New York City time (such date and time, as the same may be extended or terminated, the "Consent Expiration"), and has extended the expiration of the tender offer from May 28, 2013, to June 4, 2013, at 11:59 p.m., New York City time (such date and time, as the same may be extended or terminated, the "Expiration Time").  As a result, holders of Notes that have validly tendered their Notes prior to the Consent Expiration, as extended, will be eligible to receive total consideration of $1,450 per $1,000 principal amount of Notes, which consists of the Tender Offer Consideration plus a consent payment in an amount equal to $50 per $1,000 principal amount of Notes.  Holders of Notes that validly tender their Notes after the Consent Expiration, as extended, but prior to the Expiration Time, as extended, will be eligible to receive only the Tender Offer Consideration.  Holders whose Notes are accepted for purchase in the tender offer will also receive accrued and unpaid interest to, but not including, the applicable payment date for the Notes.  Holders of Notes who validly tender their Notes pursuant to the tender offer will be deemed to consent to the Proposed Amendments. Tendered Notes may no longer be withdrawn. Holders who have previously tendered (and have not validly withdrawn) their Notes do not need to re-tender their Notes or take any other action in order to receive the increase in the Tender Offer Consideration.   JCP may, but is not required to, select an initial settlement date for Notes validly tendered prior to the Consent Expiration, which would be a business day it chooses following both the Consent Expiration and the satisfaction or waiver of the conditions to the consummation of the tender offer and consent solicitation.   The terms of the tender offer and consent solicitation, as described further in the Offer to Purchase and Consent Solicitation Statement, dated as of April 30, 2013, and the accompanying Consent and Letter of Transmittal (together, the "Offer Documents"), including the conditions to the consummation of the tender offer and consent solicitation, have not changed, other than the increase in the Tender Offer Consideration, the extension of the Consent Expiration, and the extension of the Expiration Time, each as described above.   If JCP does not receive sufficient consents to effect the Proposed Amendments, JCP currently intends to satisfy and discharge under the Indenture any and all Notes not tendered, though there is no guarantee JCP will effect such satisfaction and discharge. Goldman, Sachs & Co. is acting as dealer manager and solicitation agent for the tender offer and consent solicitation.  Questions regarding the tender offer and consent solicitation may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect). D.F. King & Co., Inc. is acting as tender and information agent for the tender offer and consent solicitation.  Requests for copies of the Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers) or (800) 290-6427 (toll-free).