Form 8-K - Current report

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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): October 15, 2024

Target Corporation

(Exact name of registrant as specified in its charter)

Minnesota

1-6049

41-0215170

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1000 Nicollet Mall,

Minneapolis,

Minnesota

55403

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: [phone]

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0833 per share

TGT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 1.01             Entry into a Material Definitive Agreement.

 

On October 15, 2024, Target Corporation (“Target”) entered into a 364-Day Credit Agreement (the “Credit Agreement”) with the banks listed therein (the “Banks”), the co-documentation agents listed therein, Bank of America, N.A., as administrative agent (the “Agent”), Citibank, N.A., as syndication agent, and BofA Securities, Inc., Citibank, N.A., JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, and U.S. Bank National Association, as joint lead arrangers and joint bookrunners. The Credit Agreement will expire on October 14, 2025 (the “Termination Date”). In connection with the entry into the Credit Agreement, Target terminated its prior 364-Day Credit Agreement, dated as of October 18, 2023, which was scheduled to expire on October 16, 2024.

Under the Credit Agreement, the Banks committed to provide loans in an aggregate principal amount of up to $1.0 billion, which may be increased from time to time by up to $500 million. Borrowings under the Credit Agreement bear interest at a base rate or term SOFR rate (which includes a SOFR adjustment), in each case plus an applicable margin, which varies based on the type of loan and Target’s debt ratings. Target may, at its option, elect to convert all loans outstanding on the Termination Date into term loans due and payable on the first anniversary of the Termination Date.

The terms of the Credit Agreement include representations and warranties, affirmative and negative covenants, including a financial covenant regarding the leverage ratio of Target and its consolidated subsidiaries, and events of default that are customary for credit facilities of this nature. Upon the occurrence, and during the continuance, of an event of default, the Agent may terminate the commitments of the Banks under the Credit Agreement and declare any outstanding loans under the Credit Agreement immediately due and payable.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which will be filed as an exhibit to Target’s Quarterly Report on Form 10-Q for the quarter ending November 2, 2024.

Item 1.02             Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 2.03             Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

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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: October 15, 2024			By:			/s/ Amy Tu
						Name: Amy Tu
						Title: Executive Vice President and Chief Legal & Compliance Officer

Document and Entity Information	Oct. 15, 2024
Cover Page [Abstract]
Document Type	8-K
Document Period End Date	Oct. 15, 2024
Entity Registrant Name	Target Corporation
Entity Central Index Key	0000027419
Amendment Flag	false
Entity Incorporation, State or Country Code	MN
Entity File Number	1-6049
Entity Tax Identification Number	41-0215170
Entity Address, Address Line One	1000 Nicollet Mall,
Entity Address, City or Town	Minneapolis,
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55403
City Area Code	(612)
Local Phone Number	304-6073
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0833 per share
Trading Symbol	TGT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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