UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2015
KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-11084 | 39-1630919 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin |
53051 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (262) 703-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On June 29, 2015, Kohl’s Corporation (the “Company”) commenced a cash tender offer for up to a maximum aggregate principal amount of $600 million of its 7.250% Debentures due 2029, 6.875% Notes due 2037, 6.000% Debentures due 2033, and 6.250% Notes due 2017 (the “Tender Offer”).
Increase in the Amount of Notes and Debentures to be Accepted in the Tender Offer
On July 14, 2015, the Company increased the maximum aggregate principal amount of notes and debentures it may purchase in the Tender Offer from $600 million to $767,038,000 million. Aside from the increase in the maximum amount, all other terms of the Tender Offer remain unchanged.
Pricing for Tender Offer
On July 14, 2015, the Company issued a press release announcing the reference yield and total consideration for each series of notes and debentures subject to the Tender Offer.
Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this report and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release relating to the increase in the amount of notes and debentures to be accepted in the Tender Offer, dated July 14, 2015 | |
| 99.2 | Press Release relating to the pricing for the Tender Offer, dated July 14, 2015 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 14, 2015 | KOHL’S CORPORATION | |||||
| By: | /s/ Richard D. Schepp | |||||
| Richard D. Schepp | ||||||
| Chief Administrative Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release relating to the increase in the amount of notes and debentures to be accepted in the Tender Offer, dated July 14, 2015 | |
| 99.2 | Press Release relating to the pricing for the Tender Offer, dated July 14, 2015 | |
Exhibit 99.1
Kohl’s Corporation Announces Increase in the Amount of Notes and Debentures to be Accepted in its Cash Tender Offer
Menomonee Falls, Wis., July 14, 2015 /PRNewswire/ — Kohl’s Corporation (NYSE: KSS) announced today that it has increased the maximum combined aggregate principal amount of notes and debentures it may purchase in the previously announced cash tender offer (the “Tender Offer”) for its 7.250% Debentures due 2029, 6.875% Notes due 2037, 6.000% Debentures due 2033, and 6.250% Notes due 2017 (collectively, the “Notes”) from $600,000,000 to $767,038,000 (the “Maximum Amount”). As of 5:00 p.m., Eastern Time, July 13, 2015 (the “Early Tender Deadline”), $767,038,000 combined aggregate principal amount of Notes had been validly tendered and not validly withdrawn in the Tender Offer.
The Tender Offer is being made pursuant to, and subject to the terms and conditions in, an Offer to Purchase, dated June 29, 2015 (the “Offer to Purchase”) which sets forth a description of the terms of the Tender Offer. Aside from the increase in the maximum amount, all other terms of the Tender Offer remain unchanged.
The settlement for the Notes validly tendered and not withdrawn on or before the Early Tender Deadline and accepted for purchase by Kohl’s is expected to take place on July 17, 2015. Holders whose Notes are accepted for purchase will receive the applicable consideration to be calculated at 4:00 p.m., Eastern Time, today by the Lead Dealer Managers and announced by separate release later today. Based on the increased Maximum Amount, Kohl’s expects to accept for purchase all of the Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline.
The Tender Offer will expire at 11:59 p.m., Eastern Time, on July 27, 2015, unless extended (such date and time, as the same may be extended, the “Expiration Time”). The withdrawal deadline of 5:00 p.m., Eastern Time, on July 13, 2015 (the “Withdrawal Deadline”) and the Early Tender Deadline have passed and have not been extended. Accordingly, previously tendered Notes and Notes tendered after the Withdrawal Deadline and at or prior to the Expiration Time (as defined below) may not be withdrawn, subject to applicable law. However, as Kohl’s intends, subject to the terms and conditions of the Tender Offer, to accept for purchase the Maximum Amount of Notes tendered at or prior to the Early Tender Deadline, further tenders of Notes prior to the Expiration Time will not be accepted for purchase.
The obligation of Kohl’s to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading “Terms of the Tender Offer—Conditions of the Tender Offer” including, among other things, Kohl’s having raised net proceeds through one or more new debt securities transactions, on terms satisfactory to Kohl’s, sufficient to purchase the principal amount of the Notes validly tendered (and not validly withdrawn) and accepted for purchase by Kohl’s in the Tender Offer, in accordance with the terms of the financing condition more fully described in the Offer to Purchase. Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more series of Notes.
This press release is neither an offer to purchase nor a solicitation of an acceptance of securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase.
Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are serving as Lead Dealer Managers for the Tender Offer. U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are serving as Co-Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0215 (collect) or to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect). Requests for the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as Tender Agent and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (800) 499-8541 or at the following email: kohls@dfking.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Kohl’s intends forward-looking terminology such as “believes,” “expects,” “may,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause Kohl’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Kohl’s Annual Report on Form 10-K and other factors as may periodically be described in Kohl’s filings with the SEC.
About Kohl’s
Kohl’s (NYSE: KSS) is a leading specialty department store with 1,164 stores in 49 states. With a commitment to inspiring and empowering families to lead fulfilled lives, the company offers amazing national and exclusive brands, incredible savings and inspiring shopping experiences in-store, online at Kohls.com and via mobile devices. Committed to its communities, Kohl’s has raised more than $274 million for children’s initiatives nationwide through its Kohl’s Cares® cause merchandise program, which operates under Kohl’s Cares, LLC, a wholly-owned subsidiary of Kohl’s Department Stores, Inc. For additional information about Kohl’s philanthropic and environmental initiatives, visit www.Kohls.com/Cares. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com.
Contacts
Investor Relations: Wes McDonald, Chief Financial Officer, (262) 703-1893
Media: Bevin Bailis, SVP, PR and Communications, (262) 703-1464
13958007.4
Exhibit 99.2
Kohl’s Corporation Announces Pricing for its Cash Tender Offer
Menomonee Falls, Wis., July 14, 2015 /PRNewswire/ — Kohl’s Corporation (NYSE: KSS) announced today the reference yield and total consideration for each series of notes and debentures subject to its previously announced cash tender offer (the “Tender Offer”) for up to a combined aggregate principal amount of $767,038,000 (the “Maximum Amount”) of its 7.250% Debentures due 2029, 6.875% Notes due 2037, 6.000% Debentures due 2033, and 6.250% Notes due 2017 (collectively, the “Notes”). The increase in the Maximum Amount that may be accepted in the Tender Offer was previously announced by separate release earlier today.
The Tender Offer is being made pursuant to, and subject to the terms and conditions in, an Offer to Purchase, dated June 29, 2015, as amended by the increase in the Maximum Amount (the “Offer to Purchase”), which sets forth a description of the terms of the Tender Offer.
The reference yields for the Tender Offer were determined at 4:00 p.m., Eastern Time, today. The consideration to be paid in the Tender Offer for each series of Notes is based on the applicable reference yield plus a fixed spread, as set forth in the table below. Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Deadline (as defined below) that are accepted for purchase will receive the total consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). As Kohl’s intends, subject to the terms and conditions of the Tender Offer, to accept for purchase the Maximum Amount of Notes tendered at or prior to the Early Tender Deadline, further tenders of Notes prior to the Expiration Time will not be accepted for purchase. Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from, and including, the last interest payment date for such Notes to, but excluding, the applicable settlement date.
| Title of Security |
CUSIP Number | Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
Reference U.S. |
Bloomberg Reference Page(1) |
Fixed Spread (basis points) |
Reference Yield |
Total Consideration (1)(2) |
||||||||||||||||
| 7.250% Debentures |
500255AF1 | $ | 200,000,000 | 1 | 2.125% U.S. Treasury due May 15, 2025 |
PX 1 | 240 | 2.403 | % | $ | 1,245.65 | |||||||||||||
| 6.875% Notes |
500255AQ7 | $ | 350,000,000 | 2 | 2.500% U.S. Treasury due February 15, 2045 |
PX 1 | 193 | 3.221 | % | $ | 1,227.56 | |||||||||||||
| 6.000% Debentures |
500255AN4 | $ | 300,000,000 | 3 | 2.500% U.S. Treasury due February 15, 2045 |
PX 1 | 185 | 3.221 | % | $ | 1,106.91 | |||||||||||||
| 6.250% Notes |
500255AP9 | $ | 650,000,000 | 4 | 1.000% U.S. Treasury due December 15, 2017 |
PX 5 | 35 | 0.823 | % | $ | 1,120.34 | |||||||||||||
| (1) | Per $1,000 principal amount of Notes. Includes the Early Tender Premium. |
| (2) | In addition, holders will receive accrued and unpaid interest to the settlement date. |
The Tender Offer will expire at 11:59 p.m., Eastern Time, on July 27, 2015, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Holders of Notes must have validly tendered and not validly withdrawn their Notes at or before 5:00 p.m., Eastern Time, on July 13, 2015 (the “Early Tender Deadline”) to be eligible to receive the Early Tender Premium for their tendered Notes. After such time, the Notes may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law. Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, Kohl’s expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be on July 17, 2015.
The obligation of Kohl’s to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading “Terms of the Tender Offer—Conditions of the Tender Offer” including, among other things, Kohl’s having raised net proceeds through one or more new debt securities transactions, on terms satisfactory to Kohl’s, sufficient to purchase the principal amount of the Notes validly tendered (and not validly withdrawn) and accepted for purchase by Kohl’s in the Tender Offer, in accordance with the terms of the financing condition more fully described in the Offer to Purchase.
This press release is neither an offer to purchase nor a solicitation of an acceptance of securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase.
Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are serving as Lead Dealer Managers for the Tender Offer. U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are serving as Co-Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0215 (collect) or to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect). Requests for the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as Tender Agent and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (800) 499-8541 or at the following email: kohls@dfking.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Kohl’s intends forward-looking terminology such as “believes,” “expects,” “may,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause Kohl’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Kohl’s Annual Report on Form 10-K and other factors as may periodically be described in Kohl’s filings with the SEC.
About Kohl’s
Kohl’s (NYSE: KSS) is a leading specialty department store with 1,164 stores in 49 states. With a commitment to inspiring and empowering families to lead fulfilled lives, the company offers amazing national and exclusive brands, incredible savings and inspiring shopping experiences in-store, online at Kohls.com and via mobile devices. Committed to its communities, Kohl’s has raised more than $274 million for children’s initiatives nationwide through its Kohl’s Cares® cause merchandise program, which operates under Kohl’s Cares, LLC, a wholly-owned subsidiary of Kohl’s Department Stores, Inc. For additional information about Kohl’s philanthropic and environmental initiatives, visit www.Kohls.com/Cares. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com.
Contacts
Investor Relations: Wes McDonald, Chief Financial Officer, (262) 703-1893
Media: Bevin Bailis, SVP, PR and Communications, (262) 703-1464