THE TJX COMPANIES

TJX
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TJX COMPANIES INC /DE/ : Other Events, Financial Statements and Exhibits (form 8-K)

11/19/2020 | 05:09pm

Item 8.01. Other Events.



On November 18, 2020, The TJX Companies, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC
, BofA Securities, Inc. and Deutsche Bank Securities Inc., as
representatives of the several underwriters named in Schedule 1 thereto,
relating to the issuance and sale of (a) $500.0 million aggregate principal
amount of 1.150% notes due 2028 of the Company (the "2028 Notes") and (b)
$500.0 million aggregate principal amount of 1.600% notes due 2031 of the
Company (the "2031 Notes" and, together with the 2028 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 the base indenture between the Company and U.S. Bank
National Association
, as trustee (the "Trustee"), dated as of April 1, 2020 (the
"Base Indenture"), as supplemented by a fifth supplemental indenture relating to
the 2028 Notes and a sixth supplemental indenture relating to the 2031 Notes, in
each case to be executed by and between the Company and the Trustee. The Company
is expected to complete the issuance and sale of the Notes on or about
November 30, 2020, subject to the satisfaction of customary closing conditions.



In order to file 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 November 18, 2020, by and among The
TJX Companies, Inc.
, as issuer, and J.P. Morgan Securities LLC, BofA
Securities, Inc.
and Deutsche Bank Securities 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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