Exhibit (99)A.
Change
of Control Offer
Terms for Certain Debt
Securities
Target Corporation (the “ Company
”) may from time to time issue one or more series of debt
securities pursuant to the Indenture dated as of August 4,
2000 between the Company and The Bank of New York Trust Company,
N.A., as successor in interest to Bank One Trust Company, N.A. (the
“ Trustee ”), as supplemented by the First
Supplemental Indenture dated as of May 1, 2007 (the “
Indenture ”).
The
terms of a particular series of debt securities may provide that
the Company is required to make a change of control offer to the
holders of such debt securities if a change of control triggering
event occurs. If the terms of a series of debt securities
include a change of control provision, the following terms will
apply to such series of debt securities unless the applicable
offering documents, such as a free writing prospectus or
preliminary or final prospectus supplement, for such series of debt
securities (the “ Offering Documents ”) provide
otherwise.
If
a change of control triggering event occurs, unless the Company has
exercised any option to redeem the series of debt securities, the
Company will be required to make an offer (the “ change of
control offer ”) to each holder of the series of debt
securities to repurchase all or any part (equal to $100,000 or an
integral multiple of $1,000 in excess thereof) of that
holder’s debt securities on the terms set forth in such debt
securities. In the change of control offer, the Company will be
required to offer payment in cash equal to a specified percentage
of the aggregate principal amount of the series of debt securities
repurchased as provided in the applicable Offering Documents, plus
accrued and unpaid interest, if any, on the series of debt
securities repurchased to the date of repurchase (the “
change of control payment ”). Within 30 days
following any change of control triggering event or, at the
Company’s option, prior to any change of control, but after
public announcement of the transaction that constitutes or may
constitute the change of control, a notice will be mailed to
holders of the series of debt securities describing the transaction
that constitutes or may constitute the change of control triggering
event and offering to repurchase the series of debt securities on
the date specified in the notice, which date will be no earlier
than 30 days and no later than 60 days from the date such notice is
mailed (the “ change of control payment date ”).
The notice will, if mailed prior to the date of consummation of the
change of control, state that the offer to purchase is conditioned
on the change of control triggering event occurring on or prior to
the change of control payment date. As used herein, a “
holder ” of debt securities refers to the person in
whose name such debt securities are registered in the security
register.
On
the change of control payment date, the Company will, to the extent
lawful:
•
accept for payment all
debt securities of the series or portions of debt securities of the
series properly tendered pursuant to the change of control
offer;
•
deposit with the
applicable paying agent an amount equal to the change of control
payment in respect of all debt securities of the series or portions
of debt securities of the series properly tendered; and
•
deliver or cause to be
delivered to the Trustee the debt securities of the series properly
accepted together with an officers’ certificate stating the
aggregate principal amount of debt securities of the series or
portions of debt securities of the series being
repurchased.
The
Company will not be required to make a change of control offer upon
the occurrence of a change of control triggering event if a third
party makes such an offer in the manner, at the times and otherwise
in compliance with the requirements for an offer made by the
Company and the third party repurchases all debt securities of the
series properly tendered and not withdrawn under its offer. In
addition, the Company will not repurchase any debt securities of
the series if there has occurred and is continuing on the change of
control payment date an event of default under the Indenture, other
than a default in the payment of the change of control payment
upon
