Target Corporation Announces Final Results of Any and All Tender Offers and Maximum Payment Amount for Pending Maximum Tender Offers
by Business Wire
Target Corporation (“Target”) (NYSE:TGT) today announced that, pursuant to its previously announced tender offers to purchase for cash its debt securities listed in the tables below (collectively, the “Securities” and each a “series” of Securities), $209,262,000 in aggregate principal amount of Securities subject to the Any and All Tender Offers (as defined below) were validly tendered and not validly withdrawn prior to the expiration of the Any and All Tender Offers at 11:59 p.m., New York City time, on March 20, 2013 (such time and date, the “Any and All Expiration Date”), according to the information provided by Global Bondholder Services Corporation, the tender and information agent for such tender offers, as more fully set forth below. All of such Securities have been accepted for purchase. Target expects to make payment for the applicable Any and All Notes in same-day funds today, March 21, 2013.
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 below (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 below (collectively, the “Maximum Tender Offer Notes”). Target refers investors to the Tender Offer Documents for the complete terms of the Tender Offers.
Any and All of the Outstanding Securities Listed Below
6.75% Debentures due 2028
|239753DJ2||$170,000,000||2.750% due November 15, 2042||3.197%||+75 bps||$1,311.50|
|6.65% Debentures due 2028||239753DL7||$154,900,000||2.750% due November 15, 2042||3.197%||+75 bps||$1,309.07|
|7.00% Debentures due 2031||87612EAF3||$354,000,000||2.750% due November 15, 2042||3.197%||+75 bps||$1,395.38|
(1) Per $1,000 principal amount of Any and All Notes.
Up to the Maximum Payment Amount of the Outstanding Securities Listed Below
Title of Security
|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|
(2) Per $1,000 principal amount of Maximum Tender Offer Notes. 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 maximum aggregate Total Consideration and Late Tender Offer Consideration (each as defined below) to be paid in connection with the Maximum Tender Offers has been set at $914,268,003 (rounded to the nearest dollar) (the “Maximum Payment Amount”). Such Maximum Payment Amount is equal to $1,200,000,000 less $285,731,997 (rounded to the nearest dollar), the aggregate Total Consideration for the Any and All Notes validly tendered and accepted for purchase.
The Maximum Tender Offers are for up to 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 and may be subject to proration as described in the Tender Offer Documents.
As previously announced, 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, 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”).
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.
The “Total Consideration” will be determined in the manner described in the Tender Offer Documents at 2:00 p.m., New York City time, on March 28, 2013, unless extended or earlier terminated. Holders will also receive accrued and unpaid interest on Maximum Tender Offer Notes 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 Maximum Tender Offer Notes, which date is anticipated to be April 11, 2013.
Only registered holders of Maximum Tender Offer Notes are entitled to tender Maximum Tender Offer Notes pursuant to the Maximum Tender Offers. A beneficial owner of Maximum Tender Offer Notes 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 Maximum Tender Offer Notes on the beneficial owner’s behalf prior to the Early Tender Date, in order to receive the Total Consideration for the Maximum Tender Offer Notes, 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.
Information Relating to the Tender Offers
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, are 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 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.
Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,804 stores – 1,784 in the United States and 20 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/corporateresponsibility.
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