Item 1.01. Entry into a Material Definitive Agreement.
On January 19, 2023, Kohl's Corporation (the "Company") entered into a Credit
Agreement, by and among the Company and its subsidiaries, and Wells Fargo Bank,
National Association, as agent (the "Agent"), and the other lenders party
thereto (the "Credit Agreement").
The Credit Agreement provides for a $1,500,000,000 senior secured, asset based
revolving credit facility. Outstanding amounts under the Credit Agreement bear
interest at a rate per annum equal to, at the Company's election: (1) a base
rate (a fluctuating rate per annum equal to the greatest of (a) the federal
funds rate plus 0.50%, (b) the one-month SOFR plus one percentage point, and
(c) the rate of interest announced by the Agent as its "prime rate" (the "Base
Rate")), plus an applicable margin (equal to a specified margin based on average
daily availability and the interest rate elected by the Company (the "Applicable
Margin")), or (2) Adjusted Term SOFR, plus 0.10%, plus the Applicable Margin
(the "SOFR Rate"). Interest on loans under the Credit Agreement bearing interest
based upon the Base Rate is due monthly in arrears, and interest on loans
bearing interest based upon the SOFR Rate is due on the last day of each
relevant interest period or, if sooner, on the respective dates that fall every
three months after the beginning of such interest period. Obligations under the
Credit Agreement are secured by substantially all of the assets of the Company
and its subsidiaries other than real estate.
The Company may prepay advances under the Credit Agreement in whole or in part
at any time without penalty or premium. The Company will be required to make
specified prepayments in the event outstanding borrowings under the Credit
Agreement exceed the lesser of the aggregate commitments or the borrowing
base. The Borrowers may request an increase in aggregate commitments under the
facility of up to $1,500,000,000 in certain circumstances. The lenders may elect
whether or not to provide such increase, and any increase would be subject to
customary conditions. The Credit Agreement matures on January 19, 2028.
The Credit Agreement contains customary events of default and financial,
affirmative and negative covenants, including but not limited to a springing
financial covenant relating to the Company's fixed charge coverage ratio and
restrictions on indebtedness, liens, investments, asset dispositions and
restricted payments.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Company's entry into the Credit Agreement, the Company's
Credit Agreement dated as of October 22, 2021 was terminated as of January 19,
2023.
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Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
10.1 Credit Agreement, dated as of January 19, 2023, by and among the
Company and its subsidiaries, and Wells Fargo Bank, National
Association, as agent, and the other lenders party thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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