Item 8.01 - Other Events
Redemption of 4.25% Senior Notes due 2021
On January 22, 2020, Campbell Soup Company (the "Company") completed the
previously announced redemption of all $500 million outstanding aggregate
principal amount of the Company's 4.25% Senior Notes due 2021 (the "Redemption
Notes"). The Redemption Notes were redeemed at a price (inclusive of accrued and
unpaid interest) of 104.167% of the principal amount thereof on January 22, 2020
in accordance with the indenture.
Upsize, Early Results, Pricing and Settlement of Tender Offers
On January 23, 2020, the Company issued a press release (the "Upsize and Early
Tender Results Press Release") announcing the upsize and the early tender date
results of its previously announced offers to purchase for cash (the "Tender
Offers") up to the Maximum Tender Amount (as defined herein) of its outstanding
3.30% Senior Notes due 2021, 3.80% Senior Notes due 2042, 3.65% Senior Notes due
2023, 3.95% Senior Notes due 2025, 3.30% Senior Notes due 2025 and 4.15% Senior
Notes due 2028. The Company has amended the terms of the Tender Offers to
increase the combined aggregate principal amount of the securities subject to
the Tender Offers from $1.0 billion to $1.2 billion (the "Maximum Tender
Amount"). Additionally, the Company has amended the Tender Offers to increase
the previously announced series tender caps (i) with respect to the 3.30% Senior
Notes due 2021, from $300,000,000 to $328,644,000 and (ii) with respect to the
3.65% Senior Notes due 2023, from $400,000,000 to $633,846,000. The Tender
Offers are being made pursuant to, and are subject to the satisfaction or waiver
of the terms and conditions set forth in, the Offer to Purchase dated January 8,
2020, as amended by the Upsize and Early Tender Results Press Release. A copy of
the Upsize and Early Tender Results Press Release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
In addition, on January 23, 2020, the Company announced the pricing of the notes
validly tendered, not validly withdrawn and accepted for purchase in the Tender
Offers. A copy of the press release announcing the pricing is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
On January 24, 2020, the Company completed the settlement of the Tender Offers.
Because the Company accepted for purchase the Maximum Tender Amount, no
additional notes will be purchased pursuant to the Tender Offers after January
24, 2020.
The information contained in this Current Report on Form 8-K shall not
constitute an offer to sell, or a solicitation of an offer to purchase, any
securities in any jurisdiction in which such an offer, solicitation or sale
would be unlawful.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
99.1 Upsize and Early Tender Results Press Release dated January 23,
2020.
99.2 Tender Offers Pricing Press Release dated January 23, 2020.
104 The cover page from this Current Report on Form 8-K is formatted in
Inline XBRL.
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