Filed pursuant to Rule 424(b)(2)
Registration No. 333-237461
Prospectus Supplement
(To Prospectus Dated March 30, 2020)
$1,250,000,000 3.500% Notes due 2025
$750,000,000 3.750% Notes due 2027
$1,250,000,000 3.875% Notes due 2030
$750,000,000 4.500% Notes due 2050
The TJX Companies, Inc.
(TJX or the Company) is offering $1,250,000,000 in aggregate principal amount of its 3.500% notes due 2025 (the 2025 notes), $750,000,000 in aggregate principal amount of its 3.750% notes due 2027 (the 2027
notes), $1,250,000,000 in aggregate principal amount of its 3.875% notes due 2030 (the 2030 notes) and $750,000,000 in aggregate principal amount of its 4.500% notes due 2050 (the 2050 notes and together with the 2025
notes, the 2027 notes and the 2030 notes, the notes). The 2025 notes will bear interest at a rate of 3.500% per annum and will mature on April 15, 2025. The 2027 notes will bear interest at a rate of 3.750% per annum and will mature on
April 15, 2027. The 2030 notes will bear interest at a rate of 3.875% per annum and will mature on April 15, 2030. The 2050 notes will bear interest at a rate of 4.500% per annum and will mature on April 15, 2050. Each of the 2025 notes, the 2027
notes, the 2030 notes and the 2050 notes constitutes a single and separate series of notes under an indenture, dated as of April 1, 2020 between TJX and U.S. Bank National Association, as trustee, as supplemented. We will pay interest on the notes
on April 15 and October 15 of each year, beginning October 15, 2020. The notes of each series will be redeemable as a whole or in part, at our option, at any time or from time to time and prior to March 15, 2025 in the case of the 2025 notes,
February 15, 2027 in the case of the 2027 notes, January 15, 2030 in the case of the 2030 notes and October 15, 2049 in the case of the 2050 notes (each such date, a par call date), in each case, at the applicable redemption price
for such series as set forth under Description of NotesOptional Redemption. On and after the applicable par call date for any series of notes, we may redeem the notes of such series in whole or in part at any time and from time to
time at a redemption price equal to 100% of the aggregate principal amount of the notes of such series to be redeemed plus accrued and unpaid interest on such notes of such series, if any, to, but not including, the applicable redemption date as set
forth under Description of NotesOptional Redemption. If we experience a change of control and, in connection with such change of control, the notes of any series are downgraded below investment grade by Moodys Investors
Service, Inc. and S&P Global Ratings within a specified period, we will be required to offer to purchase the notes of such series at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of
repurchase, unless we have exercised our right to redeem the notes of such series.
The notes will be our senior unsecured obligations and
will rank equal in right of payment to all of our other existing and future indebtedness and other liabilities that are not, by their terms, expressly subordinated in right of payment to the notes. The notes will be effectively subordinated to all
of our existing and future secured indebtedness or other secured liabilities to the extent of the value of the assets securing such indebtedness and liabilities and to all indebtedness and other liabilities of our subsidiaries.
The notes are new issues of securities for which there currently are no established trading markets. We do not intend to apply for listing of
the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system.
Investing in the notes involves
risks. See Risk Factors beginning on page S-7 of this prospectus supplement and under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended February 1, 2020, which is incorporated by reference in this prospectus supplement and the accompanying prospectus.
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Public
Offering
Price(1)
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Underwriting
Discount
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Proceeds,
before fees and
expenses,
to
The TJX Companies,
Inc.(1)
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Per 2025 note
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99.596
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%
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0.600
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%
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98.996
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%
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Total
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$
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1,244,950,000
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$
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7,500,000
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$
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1,237,450,000
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Per 2027 note
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99.931
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%
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0.625
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%
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99.306
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%
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Total
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$
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749,482,500
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$
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4,687,500
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$
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744,795,000
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Per 2030 note
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99.875
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%
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0.650
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%
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99.225
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%
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Total
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$
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1,248,437,500
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$
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8,125,000
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$
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1,240,312,500
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Per 2050 note
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99.411
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%
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0.875
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%
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98.536
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%
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Total
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$
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745,582,500
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$
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6,562,500
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$
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739,020,000
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Total
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$
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3,988,452,500
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$
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26,875,000
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$
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3,961,577,500
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(1)
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Plus accrued interest, if any, from April 1, 2020 to the date of delivery.
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Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined if this prospectus supplement or the accompanying prospectus is truthful and complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., on or about April 1, 2020.
Joint
Book-Running Managers
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BofA Securities
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Deutsche Bank Securities
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US Bancorp
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Co-Managers
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KeyBanc Capital Markets
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NatWest Markets
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Scotiabank
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SunTrust Robinson Humphrey
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TD Securities
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Wells Fargo Securities
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BNY Mellon Capital Markets, LLC
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Barclays
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Citizens Capital Markets
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COMMERZBANK
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Fifth Third Securities
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PNC Capital Markets LLC
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Santander
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Prospectus Supplement dated March 30, 2020