8-KOther EventsExhibits & Filings

ROSS STORES, INC. 8-K Report, Corporate Update (Oct 22, 2020)

Filed October 22, 2020For Securities:ROST

Summary

Ross Stores, Inc. (ROST) filed an 8-K on October 22, 2020, reporting on two significant financial events that occurred around October 21-22, 2020. The company successfully issued $1 billion in aggregate principal amount of unsecured senior notes, split equally between 0.875% Senior Notes due 2026 and 1.875% Senior Notes due 2031. These notes were issued under an existing shelf registration statement and were offered to the public with a slight discount to their principal amount. The net proceeds from this debt issuance, approximately $987.2 million after expenses, were strategically used to fund the early settlement of the company's concurrent tender offers for several series of its existing senior notes. The tender offer successfully repurchased a significant portion of higher-coupon debt, including the 5.450% Senior Notes due 2050, 4.800% Senior Notes due 2030, and 4.700% Senior Notes due 2027, up to an aggregate tender cap of $1 billion. The company did not accept any tenders for the 2025 or 2024 notes as the cap was reached with the earlier series.

Key Highlights

  • 1Ross Stores issued $1 billion in new senior notes: $500 million of 0.875% Senior Notes due 2026 and $500 million of 1.875% Senior Notes due 2031.
  • 2The new notes were issued at a slight discount to their principal amount, yielding net proceeds of approximately $987.2 million.
  • 3The company completed the early settlement of tender offers to repurchase existing senior notes.
  • 4The proceeds from the new debt issuance were used to fund the repurchase of approximately $999.9 million (excluding interest) of existing senior notes.
  • 5Higher-coupon debt, specifically the 5.450% (2050), 4.800% (2030), and 4.700% (2027) notes, were primarily repurchased.
  • 6The aggregate principal amount of tendered notes accepted for purchase reached the $1 billion cap, with no purchase of the 2025 or 2024 notes.
  • 7This transaction effectively refinanced a portion of Ross Stores' debt, replacing higher-interest debt with lower-interest notes.

Frequently Asked Questions

This 8-K filing announces two key financial events: the issuance of $1 billion in new senior notes and the early settlement of tender offers to repurchase existing senior notes. The proceeds from the new notes were used to fund the repurchase of older, higher-interest debt.

Ross Stores raised $1 billion by issuing $500 million of 0.875% Senior Notes due 2026 and $500 million of 1.875% Senior Notes due 2031. The net proceeds received after deducting underwriting discounts and expenses were approximately $987.2 million.

Ross Stores repurchased portions of its 5.450% Senior Notes due 2050, 4.800% Senior Notes due 2030, and 4.700% Senior Notes due 2027. The goal was to reduce the company's overall interest expense by replacing these higher-coupon notes with the newly issued, lower-coupon debt.

The company aimed to repurchase up to $1 billion in aggregate principal amount of its outstanding senior notes. The early settlement successfully repurchased a substantial amount, reaching the $1 billion aggregate tender cap. As a result, no tenders for the 2025 or 2024 notes were accepted, as the cap was met with the earlier maturing, higher-interest notes.