Kohl's Corporation Enters into an Amended and Restated Credit Agreement with Various Lenders Party
Jul 2 15
On July 1, 2015, Kohl’s Corporation entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with various lenders party thereto, Bank of America, N.A., as Administrative Agent, an Issuing Bank and a Swing Line Lender, U.S. Bank National Association and Wells Fargo Bank, National Association, as Issuing Banks, Swing Line Lenders and Syndication Agents, Morgan Stanley Senior Funding Inc., as Documentation Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Bookrunners. The Credit Agreement provides for a $1.0 billion senior unsecured five-year revolving credit facility and includes, among other things, a maximum leverage ratio financial covenant and restrictions on liens and subsidiary indebtedness. The company may request an increase in revolving credit commitments under the facility of up to $300.0 million in certain circumstances. Events of default under the Credit Agreement include a change of control of the company and the Company’s default of other debt exceeding $75.0 million.
Kohl's Corp. Announces $600,000,000 Cash Tender Offer for Certain Notes
Jun 29 15
Kohl's Corp. announced that it has commenced a cash tender offer (the "Tender Offer") for up to a combined aggregate principal amount of $600,000,000 of 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”). 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"). Holders of Notes must validly tender and not validly withdraw their Notes at or before 5:00 p.m., Eastern Time, on July 13, 2015, unless extended (such date and time, as the same may be extended, the "Early Tender Deadline") to be eligible to receive the applicable Total Consideration for their tendered Notes. After such time, the Notes may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law. The "Total Consideration" for each $1,000 principal amount of Notes of any series tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such series over the yield based on the bid-side price of the applicable U.S. Treasury Security specified for such series in the table above and on the front cover of the Offer to Purchase. Holders of Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will receive the applicable Total Consideration for such Notes, which includes an early tender payment of $30 per $1,000 principal amount of Notes accepted for purchase (the "Early Tender Premium"). Holders of Notes that are validly tendered after the Early Tender Deadline and on or before the Expiration Time and accepted for purchase will receive the applicable Tender Consideration for such Notes, which equals the applicable Total Consideration for such Notes minus the Early Tender Premium. 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 applicable settlement date. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered, and the Tender Offer may be amended, extended, terminated or withdrawn in whole or with respect to one or more series of Notes. The amounts of each series of Notes that are purchased on any settlement date will be determined in accordance with the Acceptance Priority Levels set out in the table above and on the front cover of the Offer to Purchase (the "Acceptance Priority Levels"), with 1 being the high Acceptance Priority Level and 4 being the lowest Acceptance Priority Level. Kohl’s will only accept for purchase Notes up to a combined aggregate principal amount of $600,000,000 (the "Maximum Amount"), subject to the Acceptance Priority Levels.
Fresno County District Attorney's Office Gets Settlements from Kohl's Corporation
Jun 26 15
The Fresno County District Attorney's Office announced settlements in separate consumer protection cases against a prominent national retailer and retail supplier. Deputy District Attorney Ed Browne said that his office's Consumer Protection Unit joined with similar units in Shasta, Riverside and Santa Cruz counties three years ago to file a civil law enforcement action against Kohl's Corporation. The lawsuit claimed that Kohl's stores were not charging shoppers the lowest advertised price for merchandise. The floor signs or advertisements would show one price, but consumers were charged more at the register. It began after multiple weights and measures units, including Fresno County Weights & Measures, investigated stores throughout the four counties, Browne said. Kohl's cooperated with inspectors and prosecutors. Without admitting any wrongdoing, Kohl's agreed to implement additional procedures in California stores to insure proper charges and to add signage that explains how its Kohl's Cash program works when applied to percentage-off discounts. Kohl's also paid more than $950,000 in civil penalties, investigation costs and restitution to the four counties. The case was filed in Santa Cruz County Superior Court. Browne said that the Fresno office was paid $224,000, all of which will go into a trust usable only by the Consumer Protection Unit to pay for future investigations and prosecution. The unit investigates all complaints made either by consumers who call the office at or by county agencies, such as Fresno County Weights & Measures. The judgment does not award damages to any consumers who overpaid for merchandise.