Item 8.01 Other Events.
OnApril 2, 2020 ,Ross Stores, Inc. (the "Company") agreed to issue$2,000,000,000 aggregate principal amount of unsecured, senior notes, comprised of the following:$700,000,000 aggregate principal amount of the Company's 4.600% Senior Notes due 2025 (the "2025 Notes"),$400,000,000 aggregate principal amount of the Company's 4.700% Senior Notes due 2027 (the "2027 Notes"),$400,000,000 aggregate principal amount of the Company's 4.800% Senior Notes due 2030 (the "2030 Notes"), and$500,000,000 aggregate principal amount of the Company's 5.450% Senior Notes due 2050 (the "2050 Notes" and, together with the 2025 Notes, the 2027 Notes, and the 2030 Notes, the "Notes") in an underwritten public offering, pursuant to an Underwriting Agreement, datedApril 2, 2020 (the "Underwriting Agreement"), by and among the Company andBofA Securities, Inc. andJ.P. Morgan Securities LLC , as representatives of the several underwriters named therein. The closing took place onApril 6, 2020 . The Notes were offered by the Company pursuant to its effective shelf registration statement on Form S-3 (Registration No. 333-237546) and a related prospectus supplement and prospectus filed with theSecurities and Exchange Commission . The Notes were issued pursuant to an Indenture, dated as ofSeptember 18, 2014 (the "Indenture"), by and between the Company andU.S. Bank National Association , as trustee (the "Trustee"), as supplemented by an Officers' Certificate establishing the aggregate amounts, terms and forms of the Notes, datedApril 6, 2020 (the "Officers' Certificate"). The foregoing descriptions of the Underwriting Agreement, the Indenture, and the Notes are qualified in their entirety by reference to the complete terms and conditions of the Underwriting Agreement, the Indenture, the Officer's Certificate and the form of each of the Notes, which are filed herewith as Exhibits 1.1, 4.1, 4.2, and 4.3 through 4.6, respectively, and are incorporated herein by reference. In connection with the issuance of the Notes,DLA Piper LLP (US) provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofApril 2, 2020 , by
and among
BofA Securities, Inc. andJ.P. Morgan Securities LLC ,
as representatives of the
several underwriters named therein. 4.1 Indenture, dated as ofSeptember 18, 2014 , between
National Association, incorporated by reference to
Exhibit 4.1 to the Form 8-K filed
byRoss Stores, Inc. onSeptember 18, 2014 . 4.2 Officers' Certificate, dated as ofApril 6, 2020
establishing the aggregate
amounts, terms and form s of the Notes. 4.3 Form of the 4.600% Senior Notes Due 2025 (included in Exhibit 4.2). 4.4 Form of the 4.700% Senior Notes Due 2027 (included in Exhibit 4.2). 4.5 Form of the 4.800% Senior Notes Due 2030 (included in Exhibit 4.2). 4.6 Form of the 5.450% Senior Notes Due 2050 (included in Exhibit 4.2). 5.1 Opinion of DLA Piper LLP (US). 23.1 Consent of DLA Piper LLP (US) (included in the
opinion filed as Exhibit 5.1).
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