Form 8-K TARGET CORP For: Apr 08

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): April 8, 2016

 

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

 

Minnesota		1-6049		No. 41-0215170
(State or other jurisdiction		(Commission File		(IRS Employer
of incorporation)		Number)		Identification No.)

 

 

1000 Nicollet Mall, Minneapolis, Minnesota 55403

(Address of principal executive offices)  (Zip Code)

 

 

(612) 304-6073

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01.                  Other Events

 

Target Corporation (the “Company”) announced on April 8, 2016 the pricing, and announced on April 11, 2016 the final results, of its previously announced tender offer for any and all of its 6.500% Notes due 2037 (the “Any and All Notes”). The Company also announced on April 11, 2016 the determination of the maximum payment amounts in connection with its previously announced tender offers for up to applicable maximum payment amounts of certain other outstanding debt securities of the Company. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this report and are incorporated herein by reference.

 

Item 9.01.                  Financial Statements and Exhibits

 

(d)                       Exhibits

 

99.1                          Press Release dated April 8, 2016

 

99.2                          Press Release dated April 11, 2016

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	TARGET CORPORATION
Date: April 11, 2016	By:	/s/ Timothy R. Baer
		Timothy R. Baer
		Executive Vice President, Chief Legal Officer and Corporate Secretary

 

 

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Index to Exhibits

 

Exhibit No.	Description		Method of Filing
99.1		Press Release dated April 8, 2016	Electronic Transmission
99.2		Press Release dated April 11, 2016	Electronic Transmission

 

 

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Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Contacts:             John Hulbert, Investors, (612) 761-6627

Erin Conroy, Media, (612) 761-5928

Target Media Hotline, (612) 696-3400

 

Target Corporation Announces Pricing of Pending Any and All Tender Offer

 

MINNEAPOLIS (April 8, 2016) — Target Corporation (“Target”) (NYSE: TGT) announced today the total consideration payable in connection with its previously announced tender offer (the “Any and All Tender Offer”), which commenced on April 4, 2016, to purchase any and all of the outstanding debt security (the “Any and All Notes”) listed in the table below. The Any and All Tender Offer will expire today, April 8, 2016, at 5:00 p.m., New York City time, unless extended (such date and time, as the same may be extended, the “Any and All Expiration Date”). The Any and All Tender Offer is being made solely pursuant to the offer to purchase, the related letter of transmittal and, if applicable, the related notice of guaranteed delivery, each dated April 4, 2016 (as they may be amended or supplemented, the “Offer Documents”).

 

The table below sets forth the Total Consideration for the Any and All Notes. The reference yield listed in the table below is based on the bid-side price of the reference security listed in the table below at 2:00 p.m., New York City time, today, as described in the Offer Documents.

 

Any and All of the Outstanding Security Listed Below
Title of Security	CUSIP Number	Principal Amount Outstanding	U.S. Treasury Reference Security	Reference Yield	Fixed Spread (Basis Points)	Total Consideration(1)
6.500% Notes due 2037	87612EAR7	$1,145,441,000	3.000% due November 15, 2045	2.548%	+95 bps	$1,451.17

(1)         Per $1,000 principal amount of Any and All Notes.

 

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, or timely comply with the guaranteed delivery procedures by no later than 5:00 p.m., New York City time, on April 12, 2016 (as further described in the Offer Documents). Withdrawal rights for the Any and All Tender Offer will expire today, April 8, 2016, at 5:00 p.m., New York City time. Holders will also receive accrued and unpaid interest on Any and All

 

– more –

 

 

Target Corporation Announces Pricing of Pending Any and All Tender Offer — Page 2 of 3

 

Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the initial date Target makes payment in same-day funds for the Any and All Tender Offer, which date is anticipated to be April 11, 2016. The payment date for Any and All Notes tendered by guaranteed delivery is anticipated to be April 13, 2016, two business days after the initial payment date for Any and All Notes. Interest will cease to accrue on April 11, 2016 for all Any and All Notes accepted in the Any and All Tender Offer, including those tendered by guaranteed delivery.

 

In addition to the Any and All Tender Offer, Target previously announced its pending tender offers (together with the Any and All Tender Offer, the “Tender Offers”) to purchase up to applicable maximum payment amounts of seven series of securities specified in the Offer Documents (together with the Any and All Notes, the “Securities”). Target refers holders to the Offer Documents for the complete terms of the Tender Offers.

 

 

Information Relating to the Tender Offers

 

Copies of the offer to purchase, letter of transmittal and notice of guaranteed delivery are available at the following web address: http://www.gbsc-usa.com/Target/. Holders may also obtain a copy of the 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) 470-3900 (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.

 

Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), 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).

 

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.

 

 

Target Corporation Announces Pricing of Pending Any and All Tender Offer — Page 3 of 3

 

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, are included in the Offer Documents. Holders are strongly encouraged to read carefully the Offer Documents, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

 

 

About Target

 

Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,793 stores and at Target.com. Since 1946, Target has given 5 percent of its profit to communities, which today equals more than $4 million a week. For more information, visit Target.com/Pressroom. For a behind-the-scenes look at Target, visit Target.com/abullseyeview or follow @TargetNews on Twitter.

 

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Exhibit 99.2

 

 

FOR IMMEDIATE RELEASE

 

Contacts:             John Hulbert, Investors, (612) 761-6627

Erin Conroy, Media, (612) 761-5928

Target Media Hotline, (612) 696-3400

 

Target Corporation Announces Final Results of Any and All Tender Offer and Maximum Payment Amounts for Pending Maximum Tender Offers

 

MINNEAPOLIS (April 11, 2016) — Target Corporation (“Target”) (NYSE: TGT) today announced that, pursuant to its previously announced tender offers to purchase for cash certain of its outstanding debt securities, $564,830,000 in aggregate principal amount of its 6.500% Notes due 2037 (the “Any and All Notes”) were validly tendered and not validly withdrawn prior to the expiration of the Any and All Tender Offer (as defined below) at 5:00 p.m., New York City time, on April 8, 2016, according to the information provided by Global Bondholder Services Corporation, the tender and information agent for such tender offers. All of such Any and All Notes have been accepted for purchase. Target expects to make payment for the applicable Any and All Notes in same-day funds today, April 11, 2016.

 

The tender offers consist of three separate groups of offers (collectively, the “Tender Offers”) on the terms set forth in the offer to purchase, the related letter of transmittal and, if applicable, the related notice of guaranteed delivery, each dated April 4, 2016 (as they may be amended or supplemented, the “Offer Documents”), with (i) the Tender Offer to purchase any and all (the “Any and All Tender Offer”) of the Any and All Notes, (ii) Tender Offers to purchase up to the Long-Dated Notes Maximum Payment Amount (as defined below) of the Long-Dated Notes (as defined in the Offer Documents), and (iii) Tender Offers to purchase up to the Short-Dated Notes Maximum Payment Amount (as defined below) of the Short-Dated Notes (as defined in the Offer Documents, and together with the Long-Dated Notes, the “Maximum Tender Offer Notes”). Target refers investors to the Offer Documents for the complete terms of the Tender Offers.

 

Each of the Maximum Tender Offers is subject to an applicable maximum payment amount. The “Long-Dated Notes Maximum Payment Amount” applies to the Long-Dated Notes and has been set at $180,335,649. Such Long-Dated Notes Maximum Payment Amount is equal to $1,000,000,000 less $819,664,351 (rounded to the nearest dollar), the aggregate Total

 

– more –

 

 

Target Corporation Announces Final Results of Any and All Tender Offer and Maximum Payment Amounts for Pending Maximum Tender Offers – Page 2 of 3

 

Consideration (as defined in the Offer Documents) for the Any and All Notes validly tendered and accepted for purchase. The “Short-Dated Notes Maximum Payment Amount” applies to the Short-Dated Notes and has been set at $800,000,000.

 

As previously announced, the Maximum Tender Offers will expire at 11:59 p.m., New York City time, on April 29, 2016, unless extended or earlier terminated. 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 April 15, 2016, the “Early Tender Date,” unless extended or earlier terminated to be eligible to receive the Total Consideration, which is inclusive of the Early Tender Payment (as defined in the Offer Documents).

 

 

Information Relating to the Tender Offers

 

Copies of the offer to purchase, letter of transmittal and notice of guaranteed delivery are available at the following web address: http://www.gbsc-usa.com/Target/. Holders may also obtain a copy of the 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) 470-3900 (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.

 

Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), 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).

 

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 of the debt securities included in the Tender Offers (collectively, the “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

 

 

Target Corporation Announces Final Results of Any and All Tender Offer and Maximum Payment Amounts for Pending Maximum Tender Offers – Page 3 of 3

 

Securities, including complete instructions on how to tender Securities, are included in the Offer Documents. Holders are strongly encouraged to read carefully the Offer Documents, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

 

 

About Target

 

Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,793 stores and at Target.com. Since 1946, Target has given 5 percent of its profit to communities, which today equals more than $4 million a week. For more information, visit Target.com/Pressroom. For a behind-the-scenes look at Target, visit Target.com/abullseyeview or follow @TargetNews on Twitter.

 

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