UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
On May 15, 2025, the Kohl’s Corporation (the “Company”) issued a press release, made pursuant to Rule 135c promulgated under the Securities Act of 1933, as amended, announcing the pricing of its previously announced private offering of $360 million aggregate principal amount of 10.000% senior secured notes due 2030 (the “Notes”). The Notes will be guaranteed by the Company’s subsidiaries. Certain guarantees will be secured by, among other collateral, 11 distribution centers and e-commerce fulfillment facilities, which will be held in a newly-formed holding company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The Company intends to use the net proceeds from the sale of the Notes in a series of transactions resulting in the repayment of borrowings under its revolving credit facility. The Company expects to borrow under its revolving credit facility to repay all of its 4.25% notes due 2025 at maturity.
This Current Report on Form 8-K (and the exhibit hereto) shall not constitute an offer to sell or the solicitation of an offer to buy the Notes. Any offers of the Notes were made only by means of a private offering memorandum and are not being made to any person in any jurisdiction in which such offer, sale or solicitation is unlawful.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
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| 99.1 |
Press Release, dated May 15, 2025. | |
| 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.
| Dated: May 15, 2025 | KOHL’S CORPORATION | |||||
| By: | /s/ Jennifer Kent | |||||
| Name: | Jennifer Kent | |||||
| Title: | Senior Executive Vice President, | |||||
| Chief Legal Officer and Corporate Secretary | ||||||