Item 8.01 Other Events.
Issuance of $1,000,000,000 Aggregate Principal Amount of Senior Notes
On October 21, 2020, Ross Stores, Inc. (the "Company") issued $1,000,000,000
aggregate principal amount of unsecured senior notes, comprised of: $500,000,000
aggregate principal amount of the Company's 0.875% Senior Notes due 2026 (the
"2026 Notes") and $500,000,000 aggregate principal amount of the Company's
1.875% Senior Notes due 2031 (the "2031 Notes" and, together with the 2026
Notes, the "Notes") in an underwritten public offering. The Notes were offered
by the Company pursuant to its effective shelf registration statement on Form
S-3 (Registration No. 333237546) and a related prospectus supplement and
prospectus filed with the Securities and Exchange Commission.
The Notes were issued pursuant to an Indenture, dated as of September 18, 2014
(the "Indenture"), by and between the Company and U.S. Bank National
Association, as trustee, as supplemented and amended by an Officers' Certificate
establishing the aggregate amounts, terms and forms of the Notes, dated October
21, 2020 (the "Officers' Certificate"). On October 19, 2020, the Company entered
into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC and BofA Securities, Inc., as representatives of the underwriters
named therein, with respect to the Company's issuance and sale of the Notes.
Interest on the Notes is payable semi-annually in arrears on April 15 and
October 15 of each year, beginning on April 15, 2021. The 2026 Notes will mature
on April 15, 2026, and the 2031 Notes will mature on April 15, 2031.
The public offering prices of the Notes were (i) 99.436% of the principal amount
for the 2026 Notes, and (ii) 99.631% of the principal amount for the 2031 Notes.
The Company received net proceeds of approximately $987.2 million from the
offering of the Notes, after deducting the underwriting discount and estimated
offering expenses. The Company used the net proceeds from the offering of the
Notes to fund the purchase of the Tender Offer Notes pursuant to the Tender
Offers, as described below.
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, 4.3 and 4.4, 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.
Early Settlement of Tender Offers
On October 22, 2020, the Company completed the early settlement (the "Early
Settlement") of its pending tender offers (the "Tender Offers") to purchase for
cash up to an aggregate amount of the following series of its senior notes, in
acceptance priority level order (collectively, the "Tender Offer Notes"), for
which the aggregate amount payable upon settlement (exclusive of accrued and
unpaid interest) for all of the purchased notes would not exceed $1,000,000,000
(the "Aggregate Tender Cap"): 5.450% Senior Notes due 2050 ("2050 Notes");
4.800% Senior Notes due 2030 ("2030 Notes"); 4.700% Senior Notes due 2027 ("2027
Notes"); 4.600% Senior Notes due 2025 ("2025 Notes"); and 3.375% Senior Notes
due 2024 ("2024 Notes"). At the Early Settlement, the Company accepted and
purchased $350,728,000 in aggregate principal amount of 2050 Notes (the full
amount tendered), $266,067,000 in aggregate principal amount of 2030 Notes (the
full amount tendered), and $158,214,000 in aggregate principal amount of 2027
Notes (approximately 81.7% of the amount tendered). The Company accepted none of
the tendered 2025 Notes or 2024 Notes. After the Early Settlement, the following
aggregate principal amounts of the Tender Offer Notes remain outstanding:
$149,272,000 of 2050 Notes; $133,933,000 of 2030 Notes; $241,786,000 of 2027
Notes; $700,000,000 of 2025 Notes; and $250,000,000 of 2024 Notes.
The Company used the net proceeds from the offering of the 2026 Notes and 2031
Notes, described above, to fund the purchase of the Tender Offer Notes at the
Early Settlement. The aggregate total consideration paid to purchase the Tender
Offer Notes at Early Settlement was approximately $999,998,614 (exclusive of
accrued and unpaid interest).
The Tender Offers are made pursuant to an Offer to Purchase, dated October 1,
2020 (as amended or supplemented from time to time), which sets forth the terms
and conditions of the Tender Offers. The Tender Offers will expire at 11:59
p.m., New York City time, on October 29, 2020, or, in each case, any other date
and time to which the Company extends the applicable Tender Offer, unless
earlier terminated. Subject to applicable law, the Company may amend, extend or
terminate the Tender Offers. Because the aggregate amount of Tender Offer Notes
accepted for purchase upon the Early Settlement reached the
Aggregate Tender Cap, the Company does not expect to accept or purchase any
additional Tender Offer Notes in the Tender Offers.
Announcements Relating to the Tender Offers and Notes Offering
On October 20, 2020, the Company announced the expected settlement date and the
anticipated total consideration to be paid per $1,000 principal amount of each
series of Tender Offer Notes validly tendered and accepted for purchase at the
anticipated Early Settlement pursuant to the applicable Tender Offer, determined
in the manner described in the Offer to Purchase and as set forth in the table
included in the press release.
On October 22, 2020, the Company announced the closing of the Notes offering and
the completion of the early settlement of the Tender Offers.
The full text of the Company's press releases are attached hereto as Exhibit
99.1 and Exhibit 99.2, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated as of October 19
, 2020, by and among Ross
Stores, Inc., J.P. Morgan Securities LLC and
BofA Securities, Inc. ,
as representatives of the several underwriters named
4.1 Indenture, dated as of September 18, 2014, between
Ross Stores, Inc. and U.S. Bank
National Association, incorporated by reference to
Exhibit 4.1 to the Form 8-K filed
by Ross Stores, Inc. on September 18, 2014.
4.2 Officers' Certificate, dated as of October 21
, 2020 establishing the
aggregate amounts, terms and forms of the Notes.
4.3 Form of the 0 . 875 % Senior Notes Due 202 6 (included in
4.4 Form of the 1 . 875 % Senior Notes Due 20 31 (included in
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).
99.1 October 20, 2020 Press Release by Ross Stores, Inc.
99.2 October 2 2 , 2020 Press Release by Ross Stores, Inc.
104 Cover Page Interactive Data File. (The cover page
interactive data file does not
appear in the Interactive Data File because its XBRL
tags are embedded within the
Inline XBRL document.)
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