UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 27, 2020
KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin | | 1-11084 | | 39-1630919 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin | | 53051 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (262) 703-7000
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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $.01 par value | | KSS | | 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 9.01. | Financial Statements and Exhibits. |
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-225182) filed by Kohl’s Corporation (the “Company”) with the Securities and Exchange Commission on May 24, 2018. On April 29, 2020, the Company issued $600,000,000 in aggregate principal amount of 9.500% Notes due 2025 (the “Notes”). This Current Report is being filed in connection with the offer and sale of the Notes and to file with the Securities and Exchange Commission the documents and instruments attached hereto as exhibits.
(d) Exhibits
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Exhibit
No. | | | Description |
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| | 1.1 | | | Underwriting Agreement dated April 27, 2020, by and among the Company and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as managers of the several underwriters of the Notes |
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| | 4.1 | | | Ninth Supplemental Indenture dated April 29, 2020 between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee |
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| | 4.2 | | | Form of $600,000,000 9.500% Notes due 2025 |
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| | 5.1 | | | Opinion of Godfrey & Kahn, S.C. |
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| | 23.1 | | | Consent of Godfrey & Kahn, S.C. (included as part of Exhibit 5.1) |
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| | 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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Dated: April 29, 2020 | | | | KOHL’S CORPORATION |
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| | | | By: | | /s/ Jason J. Kelroy |
| | | | | | Jason J. Kelroy |
| | | | | | Executive Vice President,
General Counsel and Secretary |
