UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report.)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ¨
| Item 8.01 | Other Events. |
On January 24, 2023, Target Corporation (“Target”) closed the sale of $500 million aggregate principal amount of its 4.400% Notes due 2033 (the “2033 Notes”) and $1.15 billion aggregate principal amount of its 4.800% Notes due 2053 (the “2053 Notes,” and together with the 2033 Notes, the “Notes”) pursuant to an Underwriting Agreement dated January 17, 2023 (the “Underwriting Agreement”) among Target and Barclays Capital Inc., BofA Securities, Inc., and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule II therein.
The offer and sale of the Notes was registered pursuant to Target’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-254130), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 11, 2021. Target has filed with the SEC a prospectus supplement, dated January 17, 2023, together with the accompanying prospectus, dated March 11, 2021, relating to the offer and sale of the Notes.
The Notes were issued pursuant to an Indenture dated as of August 4, 2000 between Target and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One Trust Company, N.A.), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of May 1, 2007 between Target and the Trustee (as so supplemented, the “Indenture”).
The foregoing description of the Notes and related agreements is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, and the forms of Notes. The Underwriting Agreement, the form of 2033 Note, and the form of 2053 Note are filed herewith as Exhibits 1.1, 4.1, and 4.2, respectively, and are incorporated by reference into the Registration Statement. The Indenture has been filed as Exhibits 4(d) and (e) to the Registration Statement. An opinion regarding the validity of the Notes and the related consent thereto are filed herewith as Exhibits 5.1 and 23.1, respectively, and are incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 | Underwriting Agreement dated January 17, 2023. |
| 4.1 | Form of 4.400% Notes due 2033. |
| 4.2 | Form of 4.800% Notes due 2053. |
| 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP. |
| 23.1 | Consent of Faegre Drinker Biddle & Reath LLP (included as part of Exhibit 5.1). |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
| TARGET CORPORATION | ||
| Date: January 24, 2023 | By: | /s/ Don H. Liu |
| Name: Don H. Liu | ||
| Title: Executive Vice President and Chief Legal & Risk Officer | ||