Kohl’s Corporation (NYSE: KSS) announced today that it has increased the
maximum combined aggregate principal amount of notes and debentures it
may purchase in the previously announced cash tender offer (the "Tender
Offer") for 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”) from $600,000,000 to $767,038,000 (the “Maximum Amount”). As of
5:00 p.m., Eastern Time, July 13, 2015 (the “Early Tender Deadline”),
$767,038,000 combined aggregate principal amount of Notes had been
validly tendered and not validly withdrawn in the Tender Offer.
The Tender Offer is being made pursuant to, and subject to the terms and
conditions in, an Offer to Purchase, dated June 29, 2015 (the "Offer to
Purchase") which sets forth a description of the terms of the Tender
Offer. Aside from the increase in the maximum amount, all other terms of
the Tender Offer remain unchanged.
The settlement for the Notes validly tendered and not withdrawn on or
before the Early Tender Deadline and accepted for purchase by Kohl’s is
expected to take place on July 17, 2015. Holders whose Notes are
accepted for purchase will receive the applicable consideration to be
calculated at 4:00 p.m., Eastern Time, today by the Lead Dealer Managers
and announced by separate release later today. Based on the increased
Maximum Amount, Kohl’s expects to accept for purchase all of the Notes
validly tendered and not validly withdrawn prior to the Early Tender
Deadline.
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"). The withdrawal deadline of 5:00 p.m., Eastern
Time, on July 13, 2015 (the "Withdrawal Deadline") and the Early Tender
Deadline have passed and have not been extended. Accordingly, previously
tendered Notes and Notes tendered after the Withdrawal Deadline and at
or prior to the Expiration Time (as defined below) may not be withdrawn,
subject to applicable law. However, 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.
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Notes validly tendered (and not validly withdrawn) and accepted for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” including, among other things, Kohl’s having raised net
proceeds through one or more new debt securities transactions, on terms
satisfactory to Kohl’s, sufficient to purchase the principal amount of
the Notes validly tendered (and not validly withdrawn) and accepted for
purchase by Kohl’s in the Tender Offer, in accordance with the terms of
the financing condition more fully described in the Offer to Purchase.
Subject to applicable law, the Tender Offer may be amended, extended,
terminated or withdrawn with respect to one or more series of Notes.
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. Kohl’s
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 Kohl’s 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 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 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, Kohl’s has raised more than $274 million
for children’s initiatives nationwide through its Kohl’s Cares® cause
merchandise program, which operates under Kohl’s Cares, LLC, a
wholly-owned subsidiary of Kohl’s Department Stores, Inc. For additional
information about Kohl’s 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.
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