Market Overview

Kohl's Corporation Announces Early Tender Results for Cash Tender Offer

Share:

Kohl's Corporation (NYSE:KSS) announced today the early tender results
as of 5:00 p.m., New York City time, April 13, 2018 (the "Early Tender
Deadline") for the previously announced cash tender offer (the "Tender
Offer") for up to $300,000,000 combined aggregate principal amount (the
"Maximum Amount") of its 7.250% Debentures due 2029, 6.875% Notes due
2037, 6.000% Debentures due 2033, 4.000% Notes due 2021, 4.750% Notes
due 2023 and 3.250% Notes due 2023 (collectively, the "Notes").

The principal amount of each series of Notes that were validly tendered
and not validly withdrawn in the Tender Offer as of the Early Tender
Deadline is set forth in the table below.

        Aggregate        
Principal Principal
Amount Acceptance Amount
Title of Security CUSIP Number Outstanding Priority Level Tendered
 
7.250% Debentures due 2029 500255AF1 $99,400,000 1 57,123,000
 
6.875% Notes due 2037 500255AQ7 $149,998,000 2 49,136,000
 
6.000% Debentures due 2033 500255AN4 $166,018,000 3 53,644,000
 
4.000% Notes due 2021 500255AR5 $650,000,000 4 224,369,000
 
4.750% Notes due 2023 500255AT1 $300,000,000 5 159,945,000
 
3.250% Notes due 2023 500255AS3 $350,000,000 6 177,995,000
 

The settlement for the Notes validly tendered and not withdrawn on or
before the Early Tender Deadline and accepted for purchase by Kohl's is
expected to take place on April 17, 2018 (the "Initial Settlement
Date"). Holders whose Notes are accepted for purchase will receive the
consideration to be calculated at 11:00 a.m., New York City time, today
by Morgan Stanley & Co., LLC, the Lead Dealer Manager, and to be
announced by separate release later today. The principal amount of each
series of Notes that is purchased on the Initial Settlement Date will be
determined in accordance with the acceptance priority levels and the
proration procedures described in the Offer to Purchase, dated April 2,
2018 (the "Offer to Purchase").

The Tender Offer will expire at 11:59 p.m., New York City time, on
April 27, 2018, 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 on the Initial Settlement Date, further tenders
of Notes prior to the Expiration Time will only be accepted for purchase
if Kohl's amends the Tender Offer to increase the Maximum Amount above
the principal amount of Notes tendered as of the Early Tender Deadline.
Subject to applicable law, the Tender Offer may be amended, extended,
terminated or withdrawn with respect to one or more series of Notes.

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."

This press release is neither an offer to purchase nor a solicitation of
an acceptance of securities. No offer, solicitation, purchase or sale
will be made in any jurisdiction in which such offer, solicitation or
sale would be unlawful. The Tender Offer is being made solely pursuant
to terms and conditions set forth in the Offer to Purchase.

Morgan Stanley & Co. LLC is serving as Lead Dealer Manager for the
Tender Offer. J.P. Morgan Securities LLC, MUFG Securities Americas Inc.
and Wells Fargo Securities, LLC are serving as Co-Dealer Managers for
the Tender Offer. Questions regarding the Tender Offer may be directed
to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212)
761-1057 (collect). Requests for the Offer to Purchase or the documents
incorporated by reference therein may be directed to D.F. King & Co.,
Inc., which is acting as Tender Agent and Information Agent for the
Tender Offer, at the following telephone numbers: banks and brokers,
(212) 269-5550; all others toll free at (877) 478-5044 or at the
following email: kss@dfking.com.

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking statements." Kohl's intends
forward-looking terminology such as "believes," "anticipates," "plans,"
"may," "intends," "will," "should," "expects" or similar expressions to
identify forward-looking statements. Such statements are subject to
certain risks and uncertainties that could cause Kohl's actual results
to differ materially from those indicated by the forward-looking
statements. These risks and uncertainties include, but are not limited
to, those described in Item 1A in Kohl's Annual Report on Form 10-K and
other factors as may periodically be described in Kohl's filings with
the SEC.

About Kohl's

Kohl's (NYSE:KSS) is a leading omnichannel retailer with more than
1,100 stores in 49 states. With a commitment to inspiring and empowering
families to lead fulfilled lives, Kohl's offers amazing national and
exclusive brands, incredible savings and an easy shopping experience in
our stores, online at Kohls.com and on Kohl's mobile app. Throughout its
history, Kohl's has given nearly $600 million to support communities
nationwide. For a list of store locations or to shop online, visit
Kohls.com. For more information about Kohl's impact in the community or
how to join our winning team, visit Corporate.Kohls.com or follow
@KohlsNews on Twitter.

View Comments and Join the Discussion!