TARGET CORP — Capital/Financing Update 2019

Mar 27, 2019

8-K 1 a19-6602_38k.htm 8-K

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 or 15(d) of the*

*Securities Exchange Act of 1934*

Date of Report (date of earliest event reported): March 27, 2019

*TARGET CORPORATION*

(Exact name of registrant as specified in its charter)

Minnesota	1-6049	No. 41-0215170
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

*1000 Nicollet Mall, Minneapolis, Minnesota 55403*

(Address of principal executive offices) (Zip Code)

*(612) 304-6073*

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company o

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. o

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Item 9.01. Financial Statements and Exhibits

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-224749) filed by Target Corporation with the Securities and Exchange Commission. On March 27, 2019, Target Corporation issued $1,000,000,000 aggregate principal amount of 3.375% Notes due 2029 (the “Notes”). This Current Report is being filed in connection with the offer and sale of the Notes and to file with the Securities and Exchange Commission the documents and instruments attached hereto as exhibits.

(d) Exhibits

Exhibit No.	Description	Location
1.1	Underwriting Agreement dated March 18, 2019	Filed herewith
4.1	Form of 3.375% Notes due 2029	Filed herewith
5.1	Opinion of Faegre Baker Daniels LLP	Filed herewith
23.1	Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1)

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SIGNATURE

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 thereunto duly authorized.

/s/ Don H. Liu
Don H. Liu
Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary

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