Kohl’s reaches $600 million maximum by early deadline in tender offer

New York, July 14 – Kohl’s Corp. announced the early results in its cash tender offer for up to $600 million principal amount of four series of its notes and said it plans to purchase the maximum amount on the initial settlement date.

Further tenders will only be accepted if Kohl’s increases the size of the tender.

The response as of the early tender deadline of 5 p.m. ET on July 13 was as follows, with the notes listed in order of priority acceptance level:

• $100.6 million of the $200 million 7.25% debentures due 2029. Pricing will be calculated using the 2.125% U.S. Treasury note due May 15, 2025 plus 240 basis points;

• $200,002,000 of the $350 million 6.875% notes due 2037. Pricing will be calculated using the 2.5% U.S. Treasury note due Feb. 15, 2045 plus 193 bps;

• $133,982,000 of the $300 million 6% debentures due 2033. Pricing will be calculated using the 2.5% U.S. Treasury note due Feb. 15, 2045 plus 185 bps; and

• $332,454,000 of the $650 million 6.25% notes due 2017. Pricing will be calculated using the 1% U.S. Treasury note due Dec. 15, 2017 plus 35 bps.

The purchase price was scheduled to be calculated at 4 p.m. ET on July 14, and early settlement is set for July 17.

As announced when the tender was launched on June 29, the offer will end at 11:59 p.m. ET on July 27.

Those who tender their notes by 5 p.m. ET on July 13 will receive the total payout, which will include an early tender payment of $30 per $1,000 principal amount of notes, according to a company notice.

Holders will also receive accrued interest to but excluding the settlement date.

The tender offer is not conditioned upon any minimum amount of notes being tendered.

All notes tendered by the early tender deadline with a higher acceptance priority level will be accepted before any notes tendered with a lower priority level, and all notes tendered after the early tender with a higher acceptance priority level will be accepted before any notes tendered after the early tender deadline with a lower acceptance priority level.

However, notes tendered on or before the early tender deadline will be accepted for purchase in priority to those tendered after the early tender deadline, even if the notes tendered after the early tender deadline have a higher acceptance priority level than those tendered before the early tender deadline.

Kohl’s said it intends to begin the redemption of some or all of the 6.25% notes due 2017 that remain outstanding following the tender offer.

Goldman Sachs & Co. (800 828-3182 or 212 357-0215) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are the lead dealer managers. U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are the co-dealer managers.

D.F. King & Co., Inc. (212 269-5550, 800 499-8541 or kohls@dfking.com) is the tender agent and information agent.

Kohl’s is a department store chain based in Menomonee Falls, Wis.

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