Kohl’s Corporation Announces Proposed Private Offering of Senior Secured Notes
May 13 2025 - 7:44AM
Business Wire
Kohl’s Corporation ("Kohl’s" or the "Company") (NYSE: KSS)
announced today the commencement of a private offering (the
“Offering”) of approximately $360 million aggregate principal
amount of senior secured notes due 2030 (the “Notes”). The Notes
are expected to be secured by, among other collateral, 11
distribution centers and e-commerce fulfillment facilities, which
will be held in a newly-formed holding company. The Offering is
subject to market and other conditions, and there is no assurance
that the Offering will be completed or, if completed, the terms on
which it will be completed.
Kohl’s intends to use the net proceeds from the sale of the
Notes in a series of transactions resulting in the repayment of
borrowings under its revolving credit facility. Kohl’s expects to
borrow under its revolving credit facility to repay all of its
4.25% notes due 2025 at maturity.
The Notes have not been registered under the Securities Act of
1933, as amended (the “Securities Act”) or any state or other
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws. Kohl’s plans to offer and issue the Notes only to
persons reasonably believed to be “qualified institutional buyers”
as defined in Rule 144A under the Securities Act and to non-U.S.
persons outside the United States pursuant to Regulation S. The
Notes will be subject to restrictions on transferability and resale
and may not be transferred or resold except in compliance with the
registration requirements of the Securities Act or pursuant to an
exemption therefrom and in compliance with other applicable
securities laws.
This press release shall not constitute an offer to sell nor a
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer to sell, or a solicitation of an
offer to buy, or a sale of, the Notes or any other securities in
any jurisdiction in which such offer, solicitation or sale is
unlawful. The Offering is made only by, and pursuant to, the terms
set forth in the related offering memorandum. The Offering is not
being made to persons in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
ABOUT KOHL’S
Kohl’s (NYSE: KSS) is a leading omnichannel retailer built on a
foundation that combines great brands, incredible value and
convenience for our customers. Kohl’s is uniquely positioned to
deliver against its long-term strategy and its purpose to take care
of families’ realest moments. Kohl's serves millions of families in
its more than 1,100 stores in 49 states, online at Kohls.com, and
through the Kohl's App. With a large national footprint, Kohl’s is
committed to making a positive impact in the communities it serves.
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.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release contain or may suggest
“forward-looking” information (as defined in the Private Securities
Litigation Reform Act of 1995) that involves risks and
uncertainties that could cause results to be materially different
from expectations. In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “could,”
“goal,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “project,” “predict,” “potential,” “pursue,” “going
forward,” and similar expressions intended to identify
forward-looking statements. Forward-looking statements are based on
management’s then current views and assumptions and, as a result,
are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected, which
could be negatively impacted by a number of factors including, but
not limited to, those set forth in the Kohl’s Annual Report on Form
10-K for the year ended February 1, 2025 and in Kohl’s other
reports filed from time to time with the U.S. Securities and
Exchange Commission. Many of these risk factors are outside of
Kohl’s control. If Kohl’s is not successful in managing these
risks, they could have a negative impact on Kohl’s financial
results and cause its actual results to differ materially from any
forward-looking information provided. Kohl’s hereby qualifies its
forward-looking statements by these cautionary statements. These
forward-looking statements relate to the date initially made, and
except as required by law, Kohl’s assumes no obligation to update
these forward-looking statements publicly, or to update the reasons
actual results could differ materially from those anticipated in
these forward-looking statements, even if new information becomes
available in the future.
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version on businesswire.com: https://www.businesswire.com/news/home/20250513116077/en/
Investor Relations: Jill Timm, (262) 703-2203,
jill.timm@kohls.com Media: Jen Johnson, (262) 703-5241,
jen.johnson@kohls.com
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