Target Corporation announced that it has commenced tender offers to purchase for cash the six series of Notes or Debentures.
The tender offers consist of offers to purchase up to the Maximum Payment Amount of the six series of Notes listed in the table above (the “Tender Offers”) on the terms set forth in the offer to purchase and related letter of transmittal, each dated June 17, 2014 (as they may be amended or supplemented, the “Tender Offer Documents”). Target refers investors to the Tender Offer Documents for the complete terms of the Tender Offers.
The “Maximum Payment Amount” is $1,000,000,000. The Total Consideration and Late Tender Offer Consideration paid in connection with the Tender Offers will not exceed the Maximum Payment Amount. If any Notes are validly tendered such that the applicable Total Consideration and Late Tender Offer Consideration payable for such Notes exceed the Maximum Payment Amount, the Notes will be purchased in accordance with the acceptance priority levels set forth in the table above (the “Acceptance Priority Levels”).
All Notes of a series having a higher Acceptance Priority Level will be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level are accepted. If there are sufficient remaining funds to purchase some, but not all, of the Notes of a series, the amount of such 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 Tender Offers will expire at 11:59 p.m., New York City time, on July 15, 2014, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Date”). Holders of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 30, 2014, 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 applicable Total Consideration, as calculated using the fixed spread for each series of Notes set forth in the table above, which is inclusive of an amount in cash equal to the amounts set forth in the table above under the heading “Early Tender Payment” (the “Early Tender Payment”).
Holders of Notes who validly tender their Notes after the Early Tender Date, but at or prior to the Expiration Date, will be eligible only to receive an amount equal to the applicable Total Consideration minus the Early Tender Payment (the “Late Tender Offer Consideration”).
Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time,on June 30, 2014 unless such date and time is extended or earlier terminated by Target, but not thereafter.