MINNEAPOLIS, Sept. 23, 2020 /PRNewswire/ -- Target Corporation
("Target") (NYSE:TGT) today announced that it has commenced cash
tender offers (collectively, the "Offers") for up to $1.75 billion aggregate purchase price (excluding
accrued and unpaid interest to, but not including, the applicable
settlement date and excluding fees and expenses related to the
Offers) (the "Maximum Tender Amount") of the debt securities listed
in the table below (collectively, the "Securities"). The Offers are
subject to the proration procedures described in the Offer to
Purchase dated September 23, 2020, as
amended or supplemented (the "Offer to Purchase"), and order of
priority (the "Acceptance Priority Levels" as set forth in the
table below under "Acceptance Priority Level"), and are made to
each registered holder of Securities (individually, a "Holder," and
collectively, the "Holders").
The following table sets forth certain information regarding the
Securities and the Offers:
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page(2)
|
Fixed Spread
(basis points)(3)
|
Early
Tender
Premium(4)
|
Hypothetical
Total
Consideration(3)(4)(5)
|
7.000% Notes due
2038
|
87612EAU0
|
$617,260,000
|
1
|
1.25% UST due May 15,
2050
|
FIT1
|
+70
|
$30
|
$1,704.19
|
6.500% Notes due
2037
|
87612EAR7
|
$501,061,000
|
2
|
1.25% UST due May 15,
2050
|
FIT1
|
+70
|
$30
|
$1,624.58
|
4.000% Notes due
2042
|
87612EBA3
|
$1,500,000,000
|
3
|
1.25% UST due May 15,
2050
|
FIT1
|
+70
|
$30
|
$1,327.63
|
3.625% Notes due
2046
|
87612EBF2
|
$1,000,000,000
|
4
|
1.25% UST due May 15,
2050
|
FIT1
|
+78
|
$30
|
$1,278.95
|
3.900% Notes due
2047
|
87612EBG0
|
$750,000,000
|
5
|
1.25% UST due May 15,
2050
|
FIT1
|
+78
|
$30
|
$1,342.89
|
6.35% Debentures due
2032
|
87612EAK2
|
$349,630,000
|
6
|
0.625% UST due August
15, 2030
|
FIT1
|
+90
|
$30
|
$1,524.30
|
7.00% Debentures due
2031
|
87612EAF3
|
$213,150,000
|
7
|
0.625% UST due August
15, 2030
|
FIT1
|
+85
|
$30
|
$1,543.24
|
6.65% Debentures due
2028
|
239753DL7
|
$83,406,000
|
8
|
0.625% UST due August
15, 2030
|
FIT1
|
+55
|
$30
|
$1,404.05
|
6.75% Debentures due
2028
|
239753DJ2
|
$104,514,000
|
9
|
0.625% UST due August
15, 2030
|
FIT1
|
+50
|
$30
|
$1,386.27
|
2.650% Notes due
2030
|
87612EBK1
|
$1,000,000,000
|
10
|
0.625% UST due August
15, 2030
|
FIT1
|
+55
|
$30
|
$1,130.86
|
|
_________
|
(1)
|
Subject to the
Maximum Tender Amount and proration, the principal amount of each
series of Securities that is purchased in the Offers will be
determined in accordance with the applicable acceptance priority
level (in numerical priority order with 1 being the highest
Acceptance Priority Level and 10 being the lowest) specified in
this column.
|
(2)
|
The applicable page
on Bloomberg from which the Lead Dealer Managers (as defined
herein) will quote the bid side prices of the applicable U.S.
Treasury Security. In the above table, "UST" denotes a U.S.
Treasury Security.
|
(3)
|
Includes the Early
Tender Premium.
|
(4)
|
Per $1,000 principal
amount validly tendered on or prior to the Early Tender Deadline
and accepted for purchase.
|
(5)
|
Hypothetical Total
Consideration for each series of Securities is based upon a
hypothetical Reference Yield (as defined below) determined as of
10:00 a.m., New York City time, on September 22, 2020 and assumes a
Settlement Date of October 8, 2020. The Reference Yield used to
determine actual consideration for the Securities is expected to be
calculated on October 7, 2020. The information provided in the
above table with respect to the Securities is for illustrative
purposes only. The Company and the Dealer Managers make no
representation with respect to the actual consideration that may be
paid with respect to the Securities, and such amounts may be
greater or less than those shown in the above table depending on
the Reference Yield as of the Price Determination Date (as defined
below).
|
The Offers are being made pursuant to and are subject to the
terms and conditions set forth in the Offer to Purchase. The Offers
are scheduled to expire at 11:59
p.m., New York City time,
on October 21, 2020, unless extended
or earlier terminated by Target (the "Expiration Date"). Tendered
Securities may be withdrawn on or prior to, but not after,
5:00 p.m., New York City time, on October 6, 2020 (the "Withdrawal Deadline"),
except in certain limited circumstances where additional withdrawal
rights are required by law.
Holders of Securities validly tendered and not validly withdrawn
on or prior to 5:00 p.m.,
New York City time, on
October 6, 2020 (the "Early Tender
Deadline") and accepted for purchase will receive the applicable
total consideration ("Total Consideration"), which includes an
early tender premium of $30.00 per
$1,000 principal amount of the
Securities accepted for purchase (the "Early Tender Premium"). The
Total Consideration for each series of Securities validly tendered
and accepted for purchase will be determined in the manner
described in the Offer to Purchase by reference to the applicable
fixed spread over the yield to maturity based on the bid side price
of the applicable Reference U.S. Treasury Security specified in the
table above and in the Offer to Purchase. In calculating the
applicable Total Consideration for a Series of Securities, the
application of the par call date, if any, will be in accordance
with standard market practice. Holders of Securities who validly
tender their Securities following the Early Tender Deadline and on
or prior to the Expiration Date will only receive the applicable
Tender Offer Consideration per $1,000
principal amount of any such Securities validly tendered by such
Holders that are accepted for purchase. The "Tender Offer
Consideration" is equal to the applicable Total Consideration minus
the Early Tender Premium. The Total Consideration and Tender Offer
Consideration will be determined at 10:00
a.m., New York City time,
October 7, 2020, unless extended by
Target.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all Holders of Securities accepted
for purchase will also receive accrued and unpaid interest rounded
to the nearest cent, on such $1,000
principal amount of Securities from the last applicable interest
payment date to, but not including, the applicable settlement
date.
The settlement date for Securities validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline and
accepted for purchase is expected to be October 8, 2020, the second business day after
the Early Tender Deadline (the "Early Settlement Date"). The
settlement date for Securities validly tendered following the Early
Tender Deadline but on or prior to the Expiration Date and accepted
for purchase is expected to be October 23,
2020, the second business day after the Expiration Date,
assuming that the Maximum Tender Amount of Securities is not
purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount and proration, all
Securities validly tendered and not validly withdrawn on or prior
to the Early Tender Deadline having a higher Acceptance Priority
Level (with 1 being the highest) will be accepted before any
validly tendered Securities having a lower Acceptance Priority
Level (with 10 being the lowest), and all Securities validly
tendered following the Early Tender Deadline having a higher
Acceptance Priority Level will be accepted before any Securities
validly tendered following the Early Tender Deadline having a lower
Acceptance Priority Level. If the Offers are not fully subscribed
as of the Early Tender Deadline, subject to the Maximum Tender
Amount and proration, Securities validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline will be accepted
for purchase in priority to other Securities validly tendered
following the Early Tender Deadline even if such Securities validly
tendered following the Early Tender Deadline have a higher
Acceptance Priority Level than Securities validly tendered on or
prior to the Early Tender Deadline. Target reserves the absolute
right to increase or decrease the Maximum Tender Amount without
extending the Early Tender Deadline or the Withdrawal Deadline,
subject to compliance with applicable law. There can be no
assurance that Target will increase or decrease the Maximum Tender
Amount.
If the Offers are fully subscribed as of the Early Tender
Deadline, Holders who validly tender Securities following the Early
Tender Deadline but on or prior to the Expiration Date will not
have any of their Securities accepted for purchase regardless of
their Acceptance Priority Level.
Securities of a series may be subject to proration (as described
in the Offer to Purchase) if the aggregate purchase price of the
Securities of such series validly tendered and not validly
withdrawn would cause the Maximum Tender Amount to be exceeded.
Target's obligation to accept for purchase, and to pay for, the
Securities validly tendered and not validly withdrawn in the Offers
is subject to the satisfaction or waiver of the conditions as
described in the Offer to Purchase. Target reserves the absolute
right, subject to applicable law, to: (i) waive any and all
conditions to the Offers; (ii) extend or terminate the Offers;
(iii) increase or decrease the Maximum Tender Amount without
extending the Early Tender Deadline or the Withdrawal Deadline; or
(iv) otherwise amend the Offers in any respect.
A beneficial owner of Securities that are held of record by a
broker, dealer, commercial bank, trust company or other nominee
must contact the nominee promptly and instruct the nominee to
tender such Securities on the beneficial owner's behalf prior to
the Early Tender Deadline in order to receive the Total
Consideration or, in the case of Securities tendered after the
Early Tender Deadline, but prior to the Expiration Date, in order
to have an opportunity to receive the Tender Offer Consideration as
described in the Offer to Purchase. A nominee may have an earlier
deadline for accepting the applicable Offers.
Information Relating to the Offers
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and
Goldman Sachs & Co. LLC are acting as the lead dealer managers
for the Offers and Barclays Capital Inc., BofA Securities and U.S.
Bancorp Investments, Inc. are acting as dealer managers
(collectively, the "Dealer Managers"). The information agent and
tender agent for the Offers is Global Bondholder Services
Corporation. Copies of the Offer to Purchase and related offering
materials are available by contacting Global Bondholder Services
Corporation by telephone at (866) 924-2200 (toll-free) or (212)
430–3774 (banks and brokers) or by email at contact@gbsc-usa.com.
Questions regarding the Offers should be directed to Citigroup
Global Markets Inc., Liability Management Group, at (212) 723-6106
(collect) or (800) 558-3745 (toll-free), Deutsche Bank Securities
Inc., Liability Management Group, at (212) 250-2955 (collect) or
(866) 627-0391 (toll-free) or Goldman, Sachs & Co. LLC,
Liability Management Group, at (212) 902-6351 (collect) and (800)
828-3182 (toll-free).
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell with
respect to any securities. The solicitation of offers to sell the
Securities is only being made pursuant to the terms of the Offer to
Purchase. The offer is not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. None
of Target or its affiliates, their respective board of directors,
the Dealer Managers, the information and tender agent or the
applicable trustee is making any recommendation as to whether or
not holders should tender their Securities in connection with the
Offers, and neither Target nor any other person has authorized any
person to make any such recommendation.
About Target
Minneapolis–based Target Corporation (NYSE:TGT) serves guests at
nearly 1,900 stores and at Target.com. Since 1946, Target has
given 5% of its profit to communities, which today equals millions
of dollars a week. For the latest store count or 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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SOURCE Target Corporation