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 $499,917,000 combined aggregate
principal amount (the “Maximum Amount”) of its 7.250% Debentures
due 2029, 6.875% Notes due 2037, 6.000% Debentures due 2033, 4.000%
Notes due 2021, 4.750% Notes due 2023 and 3.250% Notes due 2023
(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 April 2,
2018, as amended by the press release of earlier today, which
announced the increase in the Maximum Amount ( as amended, 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
11:00 a.m., New York City 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 is equal to the amounts set forth in the table
below (the “Total Consideration”). 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.
The following table sets forth the pricing information for the
Tender Offer:
Aggregate Reference
Fixed Principal
Acceptance U.S. Bloomberg Spread
Early Total Title of CUSIP
Amount Priority Treasury Reference
(Basis Tender Reference Consideration
Security Number Outstanding Level
Security
Page(1)
Points) Premium Yield (2)(3)
7.250% Debentures due 2029 500255AF1 $99,400,000 1 2.750% due
February 15, 2028 FIT1 230 $50.00 2.847% $1,176.33 6.875%
Notes due 2037 500255AQ7 $149,998,000 2 2.750% due November 15,
2047 FIT1 280 $50.00 3.050% $1,118.71 6.000% Debentures due
2033 500255AN4 $166,018,000 3 2.750% due February 15, 2028 FIT1 235
$50.00 2.847% $1,081.90 4.000% Notes due 2021 500255AR5
$650,000,000 4 2.375% due March 15, 2021 FIT1 55 $50.00 2.529%
$1,028.62 4.750% Notes due 2023 500255AT1 $300,000,000 5
2.500% due March 31, 2023 FIT1 75 $50.00 2.691% $1,064.13
3.250% Notes due 2023 500255AS3 $350,000,000 6 2.500% due March 31,
2023 FIT1 70 $50.00 2.691% $993.78 (1) The applicable page
on Bloomberg from which Morgan Stanley & Co. LLC quoted the
bid-side prices of the applicable Reference U.S. Treasury Security.
(2) Per $1,000 principal amount of Notes. Includes the early
tender premium set forth in the table above (the “Early Tender
Premium”). (3) In addition, holders will receive accrued and
unpaid interest to, but excluding, the settlement date.
The Tender Offer will expire at 11:59 p.m., New York City time,
on April 27, 2018, 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., New York City time, on April 13, 2018 (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 of 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 April 17,
2018.
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.”
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.
Morgan Stanley & Co. LLC is serving as Lead Dealer Manager
for the Tender Offer. J.P. Morgan Securities LLC, MUFG
Securities Americas 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 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 (877) 478-5044 or
at the following email: kss@dfking.com.
Cautionary Statement Regarding Forward-Looking
Information
This press release contains “forward-looking statements.” Kohl’s
intends forward-looking terminology such as “believes,”
“anticipates,” “plans,” “may,” “intends,” “will,” “should,”
“expects” or similar expressions to identify forward-looking
statements. Such statements are subject to certain risks and
uncertainties that could cause Kohl’s actual results to differ
materially from those indicated 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 omnichannel retailer with more
than 1,100 stores in 49 states. With a commitment to inspiring and
empowering families to lead fulfilled lives, Kohl’s offers amazing
national and exclusive brands, incredible savings and an easy
shopping experience in our stores, online at Kohls.com and on
Kohl’s mobile app. Throughout its history, Kohl’s has given nearly
$600 million to support communities nationwide. For a list of store
locations or to shop online, visit Kohls.com. For more information
about Kohl’s impact in the community or how to join our winning
team, visit Corporate.Kohls.com or follow @KohlsNews on
Twitter.
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version on businesswire.com: https://www.businesswire.com/news/home/20180416006298/en/
Kohl’s CorporationInvestor Relations:Jill Timm, (262)
703-2203jill.timm@kohls.comorMedia:Jen Johnson, (262)
703-5241jen.johnson@kohls.com
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