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8-K - FORM 8-K - KOHLS Corp | d50768d8k.htm |
Exhibit 99.1
Kohls Corporation Announces Early Tender Results for Cash Tender Offer
Menomonee Falls, Wis., July 14, 2015 /PRNewswire/ Kohls Corporation (NYSE: KSS) announced today the early tender results as of 5:00 p.m., Eastern Time, July 13, 2015 (the Early Tender Deadline) for the previously announced cash tender offer (the Tender Offer) for up to a combined aggregate principal amount of $600,000,000 (the Maximum Amount) of its 7.250% Debentures due 2029, 6.875% Notes due 2037, 6.000% Debentures due 2033, and 6.250% Notes due 2017 (collectively, the Notes).
The principal amount of each series of Notes that were validly tendered and not validly withdrawn in the Tender Offer as of the Early Tender Deadline is set forth in the table below.
Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
Principal Amount Tendered |
||||||||
7.250% Debentures due 2029 |
500255AF1 | $ | 200,000,000 | 1 | $ | 100,600,000 | ||||||
6.875% Notes due 2037 |
500255AQ7 | $ | 350,000,000 | 2 | $ | 200,002,000 | ||||||
6.000% Debentures due 2033 |
500255AN4 | $ | 300,000,000 | 3 | $ | 133,982,000 | ||||||
6.250% Notes due 2017 |
500255AP9 | $ | 650,000,000 | 4 | $ | 332,454,000 |
The settlement for the Notes validly tendered and not withdrawn on or before the Early Tender Deadline and accepted for purchase by Kohls is expected to take place on July 17, 2015 (the Initial Settlement Date). Holders whose Notes are accepted for purchase will receive the consideration to be calculated at 4:00 p.m., Eastern Time, today by the Lead Dealer Managers and announced by separate release later today. The principal amount of each series of Notes that is purchased on the Initial Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, dated June 29, 2015 (the Offer to Purchase).
The Tender Offer will expire at 11:59 p.m., Eastern Time, on July 27, 2015, unless extended (such date and time, as the same may be extended, the Expiration Time). However, as Kohls intends, subject to the terms and conditions of the Tender Offer, to accept for purchase the Maximum Amount of Notes on the Initial Settlement Date, further tenders of Notes prior to the Expiration Time will only be accepted for purchase if Kohls amends the Tender Offer to increase the Maximum Amount above the principal amount of Notes tendered as of the Early Tender Deadline. Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more series of Notes.
The obligation of Kohls 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 OfferConditions of the Tender Offer including, among other things, Kohls having raised net proceeds through one or more new debt securities transactions, on terms satisfactory to Kohls, sufficient to purchase the principal amount of the Notes validly tendered (and not validly withdrawn) and accepted for purchase by Kohls in the Tender Offer, in accordance with the terms of the financing condition more fully described in the Offer to Purchase.
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.
Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are serving as Lead Dealer Managers for the Tender Offer. U.S. Bancorp Investments, 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 Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0215 (collect) or 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 (800) 499-8541 or at the following email: kohls@dfking.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Kohls intends forward-looking terminology such as believes, expects, may, should, anticipates, plans, or similar expressions to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause Kohls actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Item 1A in Kohls Annual Report on Form 10-K and other factors as may periodically be described in Kohls filings with the SEC.
About Kohls
Kohls (NYSE: KSS) is a leading specialty department store with 1,164 stores in 49 states. With a commitment to inspiring and empowering families to lead fulfilled lives, the company offers amazing national and exclusive brands, incredible savings and inspiring shopping experiences in-store, online at Kohls.com and via mobile devices. Committed to its communities, Kohls has raised more than $274 million for childrens initiatives nationwide through its Kohls Cares® cause merchandise program, which operates under Kohls Cares, LLC, a wholly-owned subsidiary of Kohls Department Stores, Inc. For additional information about Kohls philanthropic and environmental initiatives, visit www.Kohls.com/Cares. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com.
Contacts
Investor Relations: Wes McDonald, Chief Financial Officer, (262) 703-1893
Media: Bevin Bailis, SVP, PR and Communications, (262) 703-1464