Exhibit 99.1
Kohl’s Corporation Announces Pricing for its Cash Tender Offer
Menomonee Falls, Wis., April 12, 2021 / PRNewswire / — Kohl’s Corporation (NYSE: KSS) announced today the reference yield and total consideration for its previously announced cash tender offer (the “Tender Offer”) for the outstanding senior notes listed in the table below (collectively, the “Notes”) up to $1,043,885,000 aggregate principal amount (the “Maximum Amount”), such Maximum Amount having been increased by Kohl’s on April 12, 2021 from $1,000,000,000.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Title of Security | | CUSIP
Number | | | Aggregate
Principal
Amount
Outstanding | | | Acceptance
Priority
Level | | Reference
U.S.
Treasury
Security | | Bloomberg
Reference
Page | | Fixed
Spread
(Basis
Points) | | Early
Tender
Premium(1) | | | Reference
Yield(2) | | | Total
Consideration(1)(3) | |
9.500% Notes due 2025* | | | 500255AW4 | | | $ | 600,000,000 | | | 1 | | 0.750% UST
due
March 31,
2026 | | FIT 1 | | 85 | | $ | 30.00 | | | | 0.885% | | | $ | 1,299.21 | |
4.250% Notes due 2025* | | | 500255AU8 | | | $ | 649,921,000 | | | 2 | | 0.750% UST
due
March 31,
2026 | | FIT 1 | | 85 | | $ | 30.00 | | | | 0.885% | | | $ | 1,097.04 | |
4.750% Notes due 2023 | | | 500255AT1 | | | $ | 184,355,000 | | | 3 | | 0.125% UST
due
December 15,
2023 | | FIT 5 | | 30 | | $ | 30.00 | | | | 0.295% | | | $ | 1,109.98 | |
3.250% Notes due 2023 | | | 500255AS3 | | | $ | 350,000,000 | | | 4 | | 0.125% UST
due
January 31,
2023 | | FIT 4 | | 25 | | $ | 30.00 | | | | 0.153% | | | $ | 1,051.01 | |
| (1) | Per $1,000 principal amount. |
| (2) | Each Reference Yield was determined at 10:00 a.m. New York City time on April 12, 2021. |
| (3) | Includes the “Early Tender Premium” set forth in this table. In addition, holders will receive accrued and unpaid interest to, but excluding, the Settlement Date (as defined below). |
| * | Denotes a series of Notes for which the Total Consideration was determined taking into account the par call date, instead of the maturity date, of such Notes in accordance with standard market practice. |
The reference yields for the Tender Offer were determined at 10:00 a.m., New York City time, on April 12, 2021. The applicable consideration to be paid per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the Tender Offer is based on the applicable “Reference Yield” plus the applicable “Fixed Spread” for such series of Notes, in each case, as set forth in the table above (the “Total Consideration”). Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from, and including, the last interest payment date for such Notes to, but excluding, the settlement date for the Tender Offer, which is expected to be April 13, 2021 (the “Settlement Date”).
The Tender Offer will expire at 11:59 p.m., New York City time, on April 23, 2021, unless extended (such date and time, as the same may be extended, the “Expiration Time”). 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, it is expected that 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 issued not less than $400,000,000 in aggregate principal amount of new indebtedness through one or more new debt financing transactions on terms reasonably satisfactory to Kohl’s (the “Financing Condition”). The Financing Condition was satisfied on March 31, 2021. On such date, Kohl’s issued $500,000,000 aggregate principal amount of its 3.375% Notes due 2031. Amounts payable in excess of this amount in connection with the Tender Offer are intended to be paid with the Company’s cash on hand.
The Tender Offer is being made pursuant to, and subject to the terms and conditions in, an Offer to Purchase, dated March 29, 2021 (as amended or supplemented from time to time the “Offer to Purchase”), which sets forth a description of the terms of the Tender Offer.
