The Maximum Tender Offers are for up to the Maximum Payment Amount. Because the aggregate consideration payable for validly tendered Notes already exceeds the Maximum Payment Amount, the Notes will be purchased in accordance with the acceptance priority levels set forth in the table above and will be subject to proration as described in the Tender Offer Documents. Target currently expects to accept for purchase on a pro rata basis approximately 68% of the Notes validly tendered and not validly withdrawn for the series listed in the table above at Acceptance Priority Level 1. The principal amount of the series listed in the table above at Acceptance Priority Level 1 that is ultimately accepted for purchase will depend upon whether holders tender additional Notes after the Early Tender Date. Target does not expect to accept for purchase any of the Notes for the series listed above at Acceptance Priority Levels 2 through 8. The Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depositary Trust Company or otherwise returned in accordance with the Tender Offer Documents.
The “ Total Consideration” will be determined in the manner described in the Tender Offer Documents at 2:00 p.m., New York City time, on March 28, 2013, unless extended or earlier terminated. Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date are eligible to receive the Total Consideration for any such Notes accepted for purchase. Holders of Notes who validly tender their Notes after the Early Tender Date but at or prior to the Maximum Tender Expiration Date will be eligible only to receive an amount equal to the Total Consideration minus the “Early Tender Payment” set forth in the table above (the “ Late Tender Offer Consideration”) for any such Notes accepted for purchase.
Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date Target makes payment in same-day funds for such Notes, which date is anticipated to be April 11, 2013.
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