Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 1, 2020

THE TJX COMPANIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

1-4908

04-2207613

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

770 Cochituate Road, Framingham, MA 01701

(Address of principal executive offices) (Zip Code)

(508) 390-1000

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

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, par value $1.00 per share

TJX

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 April 1, 2020, The TJX Companies, Inc. (the “Company”) completed the issuance and sale of (a) $1,250,000,000 aggregate principal amount of 3.500% notes due 2025 of the Company (the “2025 Notes”), (b) $750,000,000 aggregate principal amount of 3.750% notes due 2027 of the Company (the “2027 Notes”), (c) $1,250,000,000 aggregate principal amount of 3.875% notes due 2030 of the Company (the “2030 Notes”) and (d) $750,000,000 aggregate principal amount of 4.500% notes due 2050 of the Company (the “2050 Notes” and, together with the 2025 Notes, the 2027 Notes and the 2030 Notes, the “Notes”).

The Notes were registered pursuant to an automatically effective shelf registration statement on Form S-3 under the Securities Act of 1933, as amended (Registration Statement No. 333- 237461) that was filed with the Securities and Exchange Commission on March 30, 2020.

The Notes were issued pursuant to a base indenture (the “Base Indenture”), as supplemented by the first supplemental indenture relating to the 2025 Notes (the “First Supplemental Indenture”), the second supplemental indenture relating to the 2027 Notes (the “Second Supplemental Indenture”), the third supplemental indenture relating to the 2030 Notes (the “Third Supplemental Indenture”), and the fourth supplemental indenture relating to the 2050 Notes (the “Fourth Supplemental Indenture”), each dated April 1, 2020 and executed by and between the Company and U.S. Bank National Association, as trustee. The Company is filing the executed Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture as exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


No.		Description

	4.1	Indenture dated as of April 1, 2020 between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee.

	4.2	First Supplemental Indenture, dated as of April 1, 2020 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

	4.3	Second Supplemental Indenture, dated as of April 1, 2020 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

	4.4	Third Supplemental Indenture, dated as of April 1, 2020 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

	4.5	Fourth Supplemental Indenture, dated as of April 1, 2020 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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.