KOHLS Corp false 0000885639 0000885639 2021-04-12 2021-04-12

 

 

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): April 12, 2021

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $.01 par value   KSS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01

Other Events

On March 29, 2021, Kohl’s Corporation commenced a cash tender offer for up to a combined aggregate principal amount of $1,000,000,000 of its 9.500% Notes due 2025, 4.250% Notes due 2025, 4.750% Notes due 2023, and 3.250% Notes due 2023 (the “Tender Offer”). As previously announced on April 12, 2021, the Company increased the maximum aggregate principal amount of notes it may purchase in the Tender Offer from $1,000,000,000 to $1,043,885,000.

On April 12, 2021, the Company issued a press release announcing the reference yield and total consideration for each series of notes subject to the Tender Offer.

A copy of the press release is attached as Exhibit 99.1 to this report and are incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

 

                                  

Exhibit No.

  

Description

  99.1    Press Release, dated April 12, 2021
  104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: April 12, 2021
KOHL’S CORPORATION
By:  

/s/ Jason J. Kelroy

  Jason J. Kelroy
  Senior Executive Vice President,
  General Counsel and Corporate Secretary