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 | | Principal Amount Outstanding | | Fixed Spread (Basis Points) | | U.S. Treasury Reference Security | | Bloomberg Reference Page |
| 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 | | Principal Amount Outstanding | | Acceptance Priority Level | | Fixed Spread (Basis Points) | | U.S. Treasury Reference Security | | Bloomberg Reference Page | | Early Tender Payment (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. |
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The tender offers consist of two separate groups of offers (each a “
Tender Offer”, and collectively, the “
Tender Offers”) on the terms set forth in the offer to purchase and related letter of transmittal, each dated March 13, 2013 (as they may be amended or supplemented, the “
Tender Offer Documents”), with (i) Tender Offers to purchase any and all (the “
Any and All Tender Offers”) of the three series of Securities listed in the first table above (collectively, the “
Any and All Notes”), and (ii) Tender Offers to purchase up to the Maximum Payment Amount (as defined below) (the “
Maximum Tender Offers”) of the eight series of Securities listed in the second table above (collectively, the “
Maximum Tender Offer Notes”). Target refers investors to the Tender Offer Documents for the complete terms of the Tender Offers.
The Any and All Tender Offers will expire at 11:59 p.m., New York City time, on March 20, 2013, unless extended or earlier terminated (such time and date, as the same may be extended, the “
Any and All Expiration Date”). Holders of Any and All Notes must validly tender and not validly withdraw their Any and All Notes at or prior to the Any and All Expiration Date to be eligible to receive the Total Consideration (as defined below). The Early Tender Payment (as defined below) is not applicable to the Any and All Tender Offers.
The Maximum Tender Offers are for up to the Maximum Payment Amount of the Maximum Tender Offer Notes. The “
Maximum Payment Amount” is $1,200,000,000
less the aggregate Total Consideration for Any and All Notes validly tendered and accepted for purchase. The Total Consideration and Late Tender Offer Consideration (as defined below) paid in connection with the Maximum Tender Offers will not exceed the Maximum Payment Amount. If any Maximum Tender Offer Notes are validly tendered such that the Total Consideration and Late Tender Offer Consideration payable for such Maximum Tender Offer Notes exceed the Maximum Payment Amount, the Maximum Tender Offer Notes will be purchased in accordance with the acceptance priority levels set forth in the second table above (the “
Acceptance Priority Levels”). All Maximum Tender Offer Notes of a series having a higher Acceptance Priority Level will be accepted for purchase before any tendered Maximum Tender Offer Notes having a lower Acceptance Priority Level are accepted. If there are sufficient remaining funds to purchase some, but not all, of the Maximum Tender Offer Notes of a series, the amount of such Maximum Tender Offer Notes purchased will be on a prorated basis as described more fully in the Tender Offer Documents. Target may increase or decrease the Maximum Payment Amount in its sole discretion.
The Maximum Tender Offers will expire at 11:59 p.m., New York City time, on April 10, 2013, unless extended or earlier terminated (such date and time, as the same may be extended, the “
Maximum Tender Expiration Date”). Holders of Maximum Tender Offer Notes must validly tender and not validly withdraw their Maximum Tender Offer Notes at or prior to 5:00 p.m., New York City time, on March 27, 2013, unless extended or earlier terminated (such date and time, as the same may be extended, the “
Early Tender Date”) to be eligible to receive the Total Consideration, as calculated using the fixed spread for each series of Maximum Tender Offer Notes set forth in the second table above, which is inclusive of an amount in cash equal to the amounts set forth in the second table above under the heading “Early Tender Payment” (the “
Early Tender Payment”).
Holders of Maximum Tender Offer Notes who validly tender their Maximum Tender Offer 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 (the “
Late Tender Offer Consideration”).
Any and All Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 20, 2013 unless such date and time is extended or earlier terminated by Target, but not thereafter. Maximum Tender Offer Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 27, 2013 unless such date and time is extended or earlier terminated by Target, but not thereafter.
