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, including zip code) | ||||
| ( | ||||
| (Registrant’s telephone number, including area code) | ||||
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 9.01. | Financial Statements and Exhibits |
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-254130) filed by Target Corporation with the Securities and Exchange Commission. On January 24, 2022, Target Corporation issued $1,000,000,000 aggregate principal amount of 1.950% Notes due 2027 (the “2027 Notes”) and $1,000,000,000 aggregate principal amount of 2.950% Notes due 2052 (together with the 2027 Notes, 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 |
| 4.1 | Form of 1.950% Notes due 2027 | Filed herewith |
| 4.2 | Form of 2.950% Notes due 2052 | Filed herewith |
| 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP | Filed herewith |
| 23.1 | Consent of Opinion of Faegre Drinker Biddle & Reath LLP (included as part of Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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 hereunto duly authorized.
| TARGET CORPORATION | ||
| Date: January 24, 2022 | By | /s/ Don H. Liu |
| Don H. Liu | ||
| Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary | ||