UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 19, 2023, Kohl’s Corporation (the “Company”) entered into a Credit Agreement, by and among the Company and its subsidiaries, and Wells Fargo Bank, National Association, as agent (the “Agent”), and the other lenders party thereto (the “Credit Agreement”).
The Credit Agreement provides for a $1,500,000,000 senior secured, asset based revolving credit facility. Outstanding amounts under the Credit Agreement bear interest at a rate per annum equal to, at the Company’s election: (1) a base rate (a fluctuating rate per annum equal to the greatest of (a) the federal funds rate plus 0.50%, (b) the one-month SOFR plus one percentage point, and (c) the rate of interest announced by the Agent as its “prime rate” (the “Base Rate”)), plus an applicable margin (equal to a specified margin based on average daily availability and the interest rate elected by the Company (the “Applicable Margin”)), or (2) Adjusted Term SOFR, plus 0.10%, plus the Applicable Margin (the “SOFR Rate”). Interest on loans under the Credit Agreement bearing interest based upon the Base Rate is due monthly in arrears, and interest on loans bearing interest based upon the SOFR Rate is due on the last day of each relevant interest period or, if sooner, on the respective dates that fall every three months after the beginning of such interest period. Obligations under the Credit Agreement are secured by substantially all of the assets of the Company and its subsidiaries other than real estate.
The Company may prepay advances under the Credit Agreement in whole or in part at any time without penalty or premium. The Company will be required to make specified prepayments in the event outstanding borrowings under the Credit Agreement exceed the lesser of the aggregate commitments or the borrowing base. The Borrowers may request an increase in aggregate commitments under the facility of up to $1,500,000,000 in certain circumstances. The lenders may elect whether or not to provide such increase, and any increase would be subject to customary conditions. The Credit Agreement matures on January 19, 2028.
The Credit Agreement contains customary events of default and financial, affirmative and negative covenants, including but not limited to a springing financial covenant relating to the Company’s fixed charge coverage ratio and restrictions on indebtedness, liens, investments, asset dispositions and restricted payments.
| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with the Company’s entry into the Credit Agreement, the Company’s Credit Agreement dated as of October 22, 2021 was terminated as of January 19, 2023.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 10.1 | Credit Agreement, dated as of January 19, 2023, by and among the Company and its subsidiaries, and Wells Fargo Bank, National Association, as agent, and the other lenders party thereto. | |
| 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: January 19, 2023 | KOHL’S CORPORATION | |||||
| By: | /s/ Jason J. Kelroy | |||||
| Jason J. Kelroy | ||||||
| Senior Executive Vice President, General Counsel and Corporate Secretary | ||||||