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).
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