Kohl’s gives early tally of tenders for four note series; ups offer cap

By Rebecca Melvin

Concord, N.H., April 12 – Kohl’s Corp. announced early results of its March 29 cash tender offer for four series of notes and raised the maximum purchase amount of the offer to $1,043,885,000 from $1 billion, according to an 8-K filed with the Securities and Exchange Commission.

As of the early tender deadline of 5 p.m. ET on April 9, the company had received tenders for the following:

• $486,979,000 of its $600 million principal amount outstanding of 9.5% notes due 2025 (Cusip: 500255AW4), to be purchased at a price based on the 0.75% U.S. Treasury due March 31, 2026 plus 85 basis points;

• $297,375,000 of its $649,921,000 principal amount outstanding 4.25% notes due 2025 (Cusip: 500255AU8), to be purchased at a price based on the 0.75% U.S. Treasury due March 31, 2026 plus 85 bps;

• $73,426,000 of its $184,355,000 principal amount outstanding 4.75% notes due 2023 (Cusip: 500255ATI), to be purchased at price based on the 0.125% U.S. Treasury due Dec. 15, 2023 plus 30 bps; and

• $186,105,000 of its $350 million principal amount outstanding 3.25% notes due 2023 (Cusip: 500255AS3), to be purchased at a price based on the 0.125% U.S. Treasury due Dec. 15, 2023 plus 25 bps.

Based on the upsizing, Kohl’s expects to accept for purchase all of the notes validly tendered and not withdrawn at or prior to the April 9 early tender deadline.

Holders whose notes are accepted for purchase will receive the total consideration, which was to be calculated at 10 a.m. ET on April 12. The total consideration includes an early tender premium of $30 per $1,000 of notes tendered by the early deadline.

Settlement for the early tenders is expected to take place on Tuesday.

The tender offer expires at 11:59 p.m. ET on April 23. However, as Kohl’s intends to accept for purchase the new maximum amount of notes at settlement, further tenders of notes prior to the expiration time will only be accepted if the company further amends the maximum amount.

Kohl’s obligation to accept the notes for purchase is conditioned on its having issued not less than $400 million of new indebtedness through one or more new debt financing transactions, among other things.

The company has issued $500 million of 3.375% notes due 2031. Any amount in excess of this to be paid under the tender offer will be funded with cash on hand.

BofA Securities Inc. (980 387-3907 or debt_advisory@bofa.com), J.P. Morgan Securities LLC (866 834-4666 or 212 834-4045) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are the lead dealer managers.

MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. are the co-dealer managers for the offer.

Requests for the offer may be directed to tender agent and information agent D.F. King & Co. Inc. (212 269-5550, 877 478-5044 or kss@dfking.com).

The department store retailer is based in Menomonee Falls, Wis.

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