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MarketScreener Homepage  >  Equities  >  Nyse  >  The JM Smucker Company    SJM

THE JM SMUCKER COMPANY

(SJM)
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J M SMUCKER CO : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

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03/09/2020 | 07:54am EDT

Item 1.01 Entry into a Material Definitive Agreement

On March 4, 2020, The J. M. Smucker Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives for the underwriters named in Schedule 1 annexed thereto (the "Underwriters"), providing for the offer and sale by the Company of $500.0 million aggregate principal amount of 2.375% Notes due 2030 (the "2030 Notes") and $300.0 million aggregate principal amount of 3.550% Notes due 2050 (the "2050 Notes" and, together with the 2030 Notes, the "Securities").

The Underwriting Agreement contains customary representations, warranties and covenants of the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the copy thereof which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

Item 8.01. Other Events

On March 4, 2020, the Company agreed to sell $500.0 million aggregate principal amount of its 2030 Notes and $300.0 million aggregate principal amount of its 2050 Notes pursuant to the Underwriting Agreement. The sale of the Securities is expected to close on March 9, 2020. The offering of the 2030 Notes was priced at 99.876% of the $500.0 million principal amount of 2030 Notes to be issued, together with accrued interest to, and excluding, the closing date. At that price, the 2030 Notes have a yield to maturity of 2.389%. The offering of the 2050 Notes was priced at 99.615% of the $300.0 million principal amount of 2050 Notes to be issued. At that price, the 2050 Notes have a yield to maturity of 3.571%.

The expected net proceeds will be approximately $792.4 million after deducting the underwriting discount but before deducting the Company's expenses related to the offering. The Company intends to use the net proceeds from the offering of the Securities to repay, redeem or refinance $500.0 million in principal amount of its unsecured senior notes due March 15, 2020, which bear interest at 2.50%, together with accrued and unpaid interest thereon, and for general corporate purposes, which could include, but are not limited to, repayments of other outstanding debt (including the repayment of commercial paper outstanding), capital expenditures or working capital.

The offering of the Securities was registered under the Securities Act of 1933, as amended (the "Securities Act"), and is being made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-220696) and the Prospectus included therein (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") on September 28, 2017, and the Prospectus Supplement relating thereto dated March 4, 2020 and filed with the Commission on March 6, 2020 pursuant to Rule 424(b)(2) promulgated under the Securities Act.


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Item 9.01 Financial Statements and Exhibits


(d) Exhibits

 Exhibit

    1.1            Underwriting Agreement, dated as of March 4, 2020, among the
                 Company, BofA Securities, Inc. and J.P. Morgan Securities LLC, as
                 representatives for the underwriters named in Schedule 1 annexed
                 thereto.

    5.1            Opinion of Calfee, Halter & Griswold LLP.

    5.2            Opinion of Harter Secrest & Emery LLP  .

    104          The cover page of this Current Report on Form 8-K, formatted in
                 Inline XBRL.


                                       3

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© Edgar Online, source Glimpses

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