Target Corporation Announces Pricing of Pending Maximum Tender Offers

  Target Corporation Announces Pricing of Pending Maximum Tender Offers

Business Wire

MINNEAPOLIS -- March 28, 2013

Target Corporation (“Target”) (NYSE:TGT) announced today the consideration
payable in connection with its previously announced tender offers (the
“Maximum Tender Offers”), which commenced on March 13, 2013 to purchase up to
$1,114,268,003 (the “Maximum Payment Amount”) of the outstanding debt
securities (the “Notes” and each a “series” of Notes) listed in the table
below. The Maximum Tender Offers will expire at 11:59 p.m., New York City
time, on April 10, 2013 unless extended (such date and time, as the same may
be extended, the “Maximum Tender Expiration Date”). The Maximum Tender Offers
are being made solely pursuant to 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”).

The table below sets forth the Total Consideration for each series of Notes.

Up to the Maximum Payment Amount of the Outstanding Notes Listed Below
                         Principal        Acceptance   U.S.                    Spread
             CUSIP       Amount           Priority     Reference   Reference   (Basis    Total
Title of    Number     Outstanding     Level       Security   Yield      Points)  Consideration
Security                                                                                 (1)
7.000%                                                 2.750%
Notes due   87612EAU0  $2,250,000,000  1           due        3.119%     +90 bps  $1,464.73
2038                                                   November
                                                       15, 2042
6.35%                                                  2.750%
Debentures  87612EAK2  $550,000,000    2           due        3.119%     +80 bps  $1,329.88
due 2032                                               November
                                                       15, 2042
6.500%                                                 2.750%
Notes due   87612EAR7  $1,250,000,000  3           due        3.119%     +95 bps  $1,374.85
2037                                                   November
                                                       15, 2042
9 7/8%                                                 2.000%
Debentures  239753BC9  $38,650,000     4           due        1.850%     +55 bps  $1,492.89
due 2020                                               February
                                                       15, 2023
8 7/8%                                                 2.000%
Debentures  239753BL9  $21,628,000     5           due        1.850%     +80 bps  $1,494.18
due 2022                                               February
                                                       15, 2023
9.70%                                                  2.000%
Debentures  239753BG0  $27,715,000     6           due        1.850%     +65 bps  $1,529.47
due 2021                                               February
                                                       15, 2023
8.80%                                                  2.000%
Debentures  239753BM7  $40,830,000     7           due        1.850%     +80 bps  $1,494.08
due 2022                                               February
                                                       15, 2023
9%                                                     2.000%
Debentures  239753BJ4  $16,652,000     8           due        1.850%     +70 bps  $1,488.66
due 2021                                               February
                                                       15, 2023
(1) Per $1,000 principal amount of Notes.

Only Holders of Notes who validly tendered and did not validly withdraw their
Notes at or prior to 5:00 p.m., New York City time, on March 27, 2013 (such
date and time, the “Early Tender Date”) are eligible to receive the “Total
Consideration” listed in the table above for Notes accepted for purchase.
Withdrawal rights for the Maximum Tender Offers expired at the Early Tender
Date. Holders of Notes who validly tender their 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 “Late Tender Offer Consideration” for
any such Notes accepted for purchase. The “Late Tender Offer Consideration”
for each series of Notes is equal to the Total Consideration for such series
less $30 per $1,000 principal amount of such Notes.

Holders will also receive accrued and unpaid interest on 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
Notes, which date is anticipated to be April 11, 2013.

Information Relating to the Maximum Tender Offers
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the lead
dealer managers for the Maximum Tender Offers. Holders with questions
regarding the Maximum 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 Maximum 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 Notes is making any recommendation as to whether holders
should tender any Notes in response to any of the Maximum 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 Notes, and, if so, the principal amount of Notes to

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 Notes. The full
details of the Maximum Tender Offers for the Notes, including complete
instructions on how to tender Notes, 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 Maximum 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 Maximum Tender Offers.

About Target
Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,808 stores
– 1,784 in the United States and 24 in Canada – and at 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

For more information, visit


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