Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Notes were offered pursuant to the Company's Registration Statement on
Form S-3 (File No. 333-237980) (the "Registration Statement") and the related
Prospectus dated
The Notes were issued pursuant to the Indenture, dated as of
The Company may redeem the Notes, in whole at any time or in part from time to
time, at its option. If the Company redeems the Notes before the "applicable par
call date," as such term is defined below, the redemption price will equal the
greater of: (i) 100% of the principal amount of the Notes to be redeemed; and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of
interest accrued as of the date of redemption), discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate (as defined in the Prospectus
Supplement) plus 7.5 basis points, in the case of the 2024 Notes, 10 basis
points, in the case of the 2028 Notes, or 15 basis points, in the case of the
2051 Notes, plus, in each case, accrued and unpaid interest thereon to but
excluding the date of redemption. If the Company redeems the Notes on or after
the applicable par call date, the redemption price will equal 100% of the
principal amount of the Notes to be redeemed plus accrued and unpaid interest
thereon to but excluding the date of redemption. "Applicable par call date"
means, in the case of the 2024 Notes,
As further described in the Notes, the Company will be required to redeem all of the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase if the previously disclosed agreement to acquire the Planters® snack nut portfolio is terminated or the transactions contemplated thereby are not timely completed.
If a Change of Control Triggering Event (as defined in the Notes) occurs, unless the Company has exercised its option to redeem the Notes, the Company will be required to offer to purchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
The Indenture includes certain restrictive covenants, including covenants that limit the ability of the Company to, among other things, incur debt for borrowed money secured by certain liens and engage in certain sale and leaseback transactions. These covenants are subject to important exceptions and qualifications set forth in the Indenture and described in the Prospectus and Prospectus Supplement.
The Indenture contains customary terms, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the entire principal of all the Notes to be due and payable immediately.
The following documents relating to the Notes are filed herewith as exhibits and
incorporated by reference into this Form 8-K and the Registration Statement:
(i) the form of the 2024 Notes; (ii) the form of the 2028 Notes; (iii) the form
of the 2051 Notes; and (iv) the opinion of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Form of 0.650% Notes due 2024 4.2 Form of 1.700% Notes due 2028 4.3 Form of 3.050% Notes due 2051 5.1 Opinion ofFaegre Drinker Biddle & Reath LLP 23.1 Consent ofFaegre Drinker Biddle & Reath LLP (included as part of Exhibit 5.1) 101.1 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104.1 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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