Target Corporation (“ Target”) (NYSE:TGT) today announced that it has commenced tender offers to purchase for cash its debt securities listed in the tables below (collectively, the “ Securities” and each a “ series” of Securities).
|Any and All of the Outstanding Securities Listed Below|
|Title of Security||CUSIP Number||PrincipalAmountOutstanding||Fixed Spread(Basis Points)||U.S. TreasuryReferenceSecurity||BloombergReferencePage|
|6.75% Debentures due 2028||239753DJ2||$170,000,000||+75 bps||2.750% due November 15, 2042||FIT1|
|6.65% Debentures due 2028||239753DL7||$154,900,000||+75 bps||2.750% due November 15, 2042||FIT1|
|7.00% Debentures due 2031||87612EAF3||$354,000,000||+75 bps||2.750% due November 15, 2042||FIT1|
|Up to the Maximum Payment Amount of the Outstanding Securities Listed Below|
|Title of Security||CUSIP Number||PrincipalAmountOutstanding||AcceptancePriority Level||Fixed Spread(Basis Points)||U.S. TreasuryReferenceSecurity||BloombergReferencePage||Early TenderPayment (1)|
|7.000% Notes due 2038||87612EAU0||$2,250,000,000||1||+90 bps||2.750% due November 15, 2042||FIT1||$30|
|6.35% Debentures due 2032||87612EAK2||$550,000,000||2||+80 bps||2.750% due November 15, 2042||FIT1||$30|
|6.500% Notes due 2037||87612EAR7||$1,250,000,000||3||+95 bps||2.750% due November 15, 2042||FIT1||$30|
|9 7/8% Debentures due 2020||239753BC9||$38,650,000||4||+55 bps||2.000% due February 15, 2023||FIT1||$30|
|8 7/8% Debentures due 2022||239753BL9||$21,628,000||5||+80 bps||2.000% due February 15, 2023||FIT1||$30|
|9.70% Debentures due 2021||239753BG0||$27,715,000||6||+65 bps||2.000% due February 15, 2023||FIT1||$30|
|8.80% Debentures due 2022||239753BM7||$40,830,000||7||+80 bps||2.000% due February 15, 2023||FIT1||$30|
|9% Debentures due 2021||239753BJ4||$16,652,000||8||+70 bps||2.000% due February 15, 2023||FIT1||$30|
|(1)||Per $1,000 principal amount of Maximum Tender Offer Notes (as defined below). The Total Consideration (as defined below) for Maximum Tender Offer Notes validly tendered at or prior to the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the Early Tender Payment.|
The “ Total Consideration” for each $1,000 principal amount of Securities validly tendered and accepted for purchase pursuant to the Tender Offers will be determined in the manner described in the Tender Offer Documents by reference to a fixed spread specified for each series plus the yield based on the bid-side price of the U.S. Treasury Security specified in the tables above at 2:00 p.m., New York City time, on March 20, 2013, in the case of the Any and All Tender Offers, and at 2:00 p.m., New York City time, on March 28, 2013, in the case of the Maximum Tender Offers, in each case unless extended or earlier terminated. Holders will also receive accrued and unpaid interest on Securities 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 Securities, which date is anticipated to be March 21, 2013, in the case of the Any and All Tender Offers and April 11, 2013, in the case of the Maximum Tender Offers.Only registered holders of Securities are entitled to tender Securities pursuant to the Tender Offers. A beneficial owner of Securities that are held of record by a custodian bank, broker, dealer, commercial bank, trust company or other nominee must contact the nominee and request that such nominee tender such Securities on the beneficial owner’s behalf prior to the Any and All Expiration Date or the Early Tender Date, in order to receive the Total Consideration for the Any and All Notes and Maximum Tender Offer Notes, respectively, or, in the case of Maximum Tender Offer Notes tendered after the Early Tender Date, but prior to the Maximum Tender Expiration Date, in order to receive the Late Tender Offer Consideration.
The Tender Offers are subject to the satisfaction or waiver of certain conditions, as specified in the Tender Offer Documents.Information Relating to the Tender OffersThe Tender Offer Documents for all of the Securities are being distributed to holders beginning today. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the lead dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect). Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (866) 873-7700 (toll-free) or (212) 430-3774 (collect). None of Target or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the applicable trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither Target nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender. This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities. The full details of the Tender Offers for the Securities, including complete instructions on how to tender Securities, will be included in the Tender Offer Documents. Holders are strongly encouraged to read carefully the Tender Offer Documents, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they will contain important information. Holders may obtain a copy of the Tender Offer Documents, free of charge, from Global Bondholder Services Corporation, the tender and information agent in connection with the Tender Offers, by calling toll-free at (866) 873-7700 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Tender Offers.
About TargetMinneapolis-based Target Corporation (NYSE:TGT) serves guests at 1,787 stores—1,784 in the United States and three in Canada—and at Target.com. Since 1946, Target has given 5 percent of its profit through community grants and programs; today, that giving equals more than $4 million a week. For more information about Target’s commitment to corporate responsibility, visit Target.com/hereforgood.For more information, visit Target.com/Pressroom.