Target Corporation Announces Tender Offers for Certain Outstanding Debt Securities

  Target Corporation Announces Tender Offers for Certain Outstanding Debt
  Securities

Business Wire

MINNEAPOLIS -- March 13, 2013

Target Corporation (“Target”) (NYSE:TGT) today announced that it has commenced
tender offers to purchase for cash its debt securities listed in the tables
below (collectively, the “Securities” and each a “series” of Securities).

Any and All of the Outstanding Securities Listed Below
                          Principal      Fixed      U.S. Treasury    Bloomberg
Title of    CUSIP       Amount        Spread    Reference       Reference
Security     Number       Outstanding    (Basis     Security         Page
                                         Points)
6.75%                                               2.750% due
Debentures  239753DJ2   $170,000,000  +75 bps   November 15,    FIT1
due 2028                                            2042
6.65%                                               2.750% due
Debentures  239753DL7   $154,900,000  +75 bps   November 15,    FIT1
due 2028                                            2042
7.00%                                               2.750% due
Debentures  87612EAF3   $354,000,000  +75 bps   November 15,    FIT1
due 2031                                            2042
                                                               


Up to the Maximum Payment Amount of the Outstanding Securities Listed Below
                         Principal        Acceptance   Fixed     U.S.        Bloomberg   Early
Title of    CUSIP      Amount          Priority    Spread   Treasury   Reference  Tender
Security     Number      Outstanding      Level        (Basis    Reference   Page        Payment
                                                       Points)   Security                (1)
7.000%                                                           2.750%
Notes due   87612EAU0  $2,250,000,000  1           +90 bps  due        FIT1       $30
2038                                                             November
                                                                 15, 2042
6.35%                                                            2.750%
Debentures  87612EAK2  $550,000,000    2           +80 bps  due        FIT1       $30
due 2032                                                         November
                                                                 15, 2042
6.500%                                                           2.750%
Notes due   87612EAR7  $1,250,000,000  3           +95 bps  due        FIT1       $30
2037                                                             November
                                                                 15, 2042
9 7/8%                                                           2.000%
Debentures  239753BC9  $38,650,000     4           +55 bps  due        FIT1       $30
due 2020                                                         February
                                                                 15, 2023
8 7/8%                                                           2.000%
Debentures  239753BL9  $21,628,000     5           +80 bps  due        FIT1       $30
due 2022                                                         February
                                                                 15, 2023
9.70%                                                            2.000%
Debentures  239753BG0  $27,715,000     6           +65 bps  due        FIT1       $30
due 2021                                                         February
                                                                 15, 2023
8.80%                                                            2.000%
Debentures  239753BM7  $40,830,000     7           +80 bps  due        FIT1       $30
due 2022                                                         February
                                                                 15, 2023
9%                                                               2.000%
Debentures  239753BJ4  $16,652,000     8           +70 bps  due        FIT1       $30
due 2021                                                         February
                                                                 15, 2023

              Per $1,000 principal amount of Maximum Tender Offer Notes (as
              defined below). The Total Consideration (as defined below) for
    (1)  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 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 above (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 above (collectively, the
“Maximum Tender Offer Notes”). Target refers investors to the Tender Offer
Documents for the complete terms of the Tender Offers.

The Any and All Tender Offers will expire at 11:59 p.m., New York City time,
on March 20, 2013, unless extended or earlier terminated (such time and date,
as the same may be extended, the “Any and All Expiration Date”). 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 (as defined below). The Early Tender Payment
(as defined below) is not applicable to the Any and All Tender Offers.

The Maximum Tender Offers are for up to the Maximum Payment Amount of the
Maximum Tender Offer Notes. The “Maximum Payment Amount” is $1,200,000,000
less the aggregate Total Consideration for Any and All Notes validly tendered
and accepted for purchase. The Total Consideration and Late Tender Offer
Consideration (as defined below) paid in connection with the Maximum Tender
Offers will not exceed 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 (the “Acceptance Priority Levels”). All Maximum Tender Offer Notes of a
series having a higher Acceptance Priority Level will be accepted for purchase
before any tendered Maximum Tender Offer Notes having a lower Acceptance
Priority Level are accepted. If there are sufficient remaining funds to
purchase some, but not all, of the Maximum Tender Offer Notes of a series, the
amount of such Maximum Tender Offer 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 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, as calculated using the fixed spread for each series
of Maximum Tender Offer Notes set forth in the second table above, 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”).

Any and All Notes may be validly withdrawn at any time at or prior to 5:00
p.m., New York City time, on March 20, 2013 unless such date and time is
extended or earlier terminated by Target, but not thereafter. 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” for each $1,000 principal amount of Securities
validly tendered and accepted for purchase pursuant to the Tender Offers will
be determined in the manner described in the Tender Offer Documents by
reference to a fixed spread specified for each series plus the yield based on
the bid-side price of the U.S. Treasury Security specified in the tables above
at 2:00 p.m., New York City time, on March 20, 2013, in the case of the Any
and All Tender Offers, and at 2:00 p.m., New York City time, on March 28,
2013, in the case of the Maximum Tender Offers, in each case unless extended
or earlier terminated. Holders will also receive accrued and unpaid interest
on Securities 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 Securities, which date is anticipated to be March
21, 2013, in the case of the Any and All Tender Offers and April 11, 2013, in
the case of the Maximum Tender Offers.

Only registered holders of Securities are entitled to tender Securities
pursuant to the Tender Offers. A beneficial owner of Securities 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 Securities on the beneficial owner’s behalf prior to the Any and All
Expiration Date or the Early Tender Date, in order to receive the Total
Consideration for the Any and All Notes and Maximum Tender Offer Notes,
respectively, 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.

The Tender Offers are subject to the satisfaction or waiver of certain
conditions, as specified in the Tender Offer Documents.

Information Relating to the Tender Offers
The Tender Offer Documents for all of the Securities are being distributed to
holders beginning today. 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, will be 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 will 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.

About Target
Minneapolis-based Target Corporation (NYSE:TGT) serves guests at 1,787
stores—1,784 in the United States and three 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/hereforgood.

For more information, visit Target.com/Pressroom.

Contact:

Target Corporation
John Hulbert, Investors, 612-761-6627
or
Stacey Wempen, Financial Media, 612-761-6785
or
Target Media Hotline, 612-696-3400
 
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