Item 8.01Other Events.
On March 31, 2020, General Mills, Inc. (the "Company") agreed to sell
$750,000,000 aggregate principal amount of its 2.875% Notes due 2030 (the
"Notes") pursuant to the Underwriting Agreement, dated March 31, 2020 (the
"Underwriting Agreement"), among the Company and BofA Securities, Inc. and
Morgan Stanley & Co. LLC, as representatives of the several underwriters named
in Schedule II thereto. The Notes will be issued pursuant to that certain
Indenture, dated as of February 1, 1996 (as amended, the "Indenture"), between
the Company and U.S. Bank National Association, as Trustee, and the Officers'
Certificate and Authentication Order, dated April 3, 2020 (the "Officers'
Certificate"), pursuant to Sections 201, 301 and 303 of the Indenture. The offer
and sale of the Notes has been registered under the Securities Act of 1933, as
amended, by Registration Statement on Form S-3 (No. 333-223919). The sale of the
Notes is expected to close on April 3, 2020.
The purpose of this Current Report is to file with the Securities and Exchange
Commission the Underwriting Agreement, the Officers' Certificate and the opinion
of Dorsey & Whitney LLP with respect to the validity of the Notes.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
1 Underwriting Agreement, dated March 31, 2020, among the
Company and BofA Securities, Inc. and Morgan Stanley & Co.
LLC, as representatives of the several underwriters named in
Schedule II thereto.
4 Officers' Certificate and Authentication Order, dated April
3, 2020, for the 2.875% Notes due 2030 (which includes the
form of Note) issued pursuant to the Indenture.
5 Opinion of Dorsey & Whitney LLP.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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