Item 8.01. Other Events.
On March 30, 2020, The TJX Companies, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with BofA Securities,
Inc., Deutsche Bank Securities Inc. and U.S. Bancorp Investments, Inc., as
representatives of the several underwriters named in Schedule 1 thereto,
relating to the issuance and sale of (a) $1,250,000,000 aggregate principal
amount of 3.500% notes due 2025 of the Company (the "2025 Notes"), (b)
$750,000,000 aggregate principal amount of 3.750% notes due 2027 of the Company
(the "2027 Notes"), (c) $1,250,000,000 aggregate principal amount of 3.875%
notes due 2030 of the Company (the "2030 Notes") and (d) $750,000,000 aggregate
principal amount of 4.500% notes due 2050 of the Company (the "2050 Notes" and,
together with the 2025 Notes, 2027 Notes and the 2030 Notes, the "Notes").
The Notes were registered pursuant to an automatically effective shelf
registration statement on Form S-3 under the Securities Act of 1933, as amended
(Registration Statement No. 333-237461) (the "Registration Statement") that was
filed with the Securities and Exchange Commission on March 30, 2020. The Notes
will be issued pursuant to a base indenture, as supplemented by a first
supplemental indenture relating to the 2025 Notes, a second supplemental
indenture relating to the 2027 Notes, a third supplemental indenture relating to
the 2030 Notes and a fourth supplemental indenture relating to the 2050 Notes,
in each case to be executed by and between the Company and U.S. Bank National
Association, as trustee. The Company is expected to complete the issuance and
sale of the Notes on or about April 1, 2020, subject to the satisfaction of
customary closing conditions.
In order to furnish certain exhibits for incorporation by reference into the
Registration Statement, the Company is filing the Underwriting Agreement and the
opinion of Ropes & Gray LLP relating to the validity of the Notes as Exhibits
1.1 and 5.1, respectively, to this Current Report on Form 8-K. Certain
information relating to Part II, Item 14 "Other Expenses of Issuance and
Distribution" of the Registration Statement is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
No. Description
1.1 Underwriting Agreement, dated as of March 30, 2020, by and among The
TJX Companies, Inc., as issuer, and BofA Securities, Inc., Deutsche Bank
Securities Inc. and U.S. Bancorp Investments, Inc., as representatives
of the several underwriters named in Schedule 1 thereto.
5.1 Opinion of Ropes & Gray LLP as to the validity of the Notes.
23.1 Consent of Ropes & Gray LLP (included in Exhibit 5.1).
99.1 Information relating to Part II, Item 14 "Other Expenses of Issuance
and Distribution" of the Registration Statement.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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