Current Report Filing (8-k)
October 18 2021 - 04:53PM
Edgar (US Regulatory)
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2021-10-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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)
October 18, 2021
Target Corporation
(Exact name of registrant as specified in its charter)
Minnesota |
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1-6049 |
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41-0215170 |
(State or
other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
|
|
|
|
|
1000 Nicollet Mall,
Minneapolis,
Minnesota
55403 |
(Address of
principal executive offices, including zip code) |
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(612)
304-6073 |
(Registrant’s telephone
number, including area code) |
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of
each class |
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Trading
Symbol(s) |
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Name of each
exchange on which registered |
Common stock, par value $0.0833 per share |
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TGT |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ¨
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Item 1.01. |
Entry into a
Material Definitive Agreement. |
On October 18, 2021, Target Corporation (“Target”) entered into a
Five-Year Credit Agreement with certain lenders, Bank of America,
N.A. as administrative agent and Citibank, N.A. as syndication
agent, for a $3.0 billion unsecured revolving credit facility (the
“Credit Agreement”). Target may increase the credit facility
commitments up to an additional $1.0 billion, subject to the
satisfaction of certain conditions. The Credit Agreement will
expire in October 2026, unless extended for up to two additional
years under the terms of the Credit Agreement. Borrowings under the
Credit Agreement will bear interest at the rates specified in the
Credit Agreement, which vary based on the type of loan and Target’s
debt ratings. The Credit Agreement contains a financial covenant
regarding the leverage ratio of Target and its subsidiaries. The
Credit Agreement also contains other customary covenants and events
of default for credit facilities of this type. Upon an event of
default that is not cured or waived within any applicable cure
periods, in addition to other remedies that may be available to the
lenders, the obligations under the Credit Agreement may be
accelerated.
A copy of the Credit Agreement will be filed as an Exhibit to
Target’s Quarterly Report on Form 10-Q for the quarter ended
October 30, 2021.
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Item 1.02. |
Termination of a
Material Definitive Agreement. |
In connection with entering into the Credit Agreement described
above, on October 18, 2021, Target terminated its prior $2.5
billion Five-Year Credit Agreement, dated as of October 5, 2016,
with certain lenders, Bank of America, N.A. as administrative agent
and Citibank, N.A. as syndication agent, as previously amended on
August 7, 2017 and August 6, 2018 (the “Prior Credit Agreement”).
The Prior Credit Agreement was scheduled to expire in October 2023.
The other material terms and conditions of the Prior Credit
Agreement were substantially similar to the material terms and
conditions of the Credit Agreement described above under Item
1.01.
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Item 2.03. |
Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated
herein by reference.
SIGNATURES
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 hereunto duly authorized.
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TARGET
CORPORATION |
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Date: October 18, 2021 |
/s/ Don H. Liu |
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Don H.
Liu |
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Executive Vice
President and Chief Legal & Risk Officer |
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