Item 1.01 Entry into a Material Definitive Agreement.

On September 24, 2021, The J. M. Smucker Company (the "Company") closed its offering of $500.0 million aggregate principal amount of 2.125% Notes due 2032 (the "2032 Notes") and $300.0 million aggregate principal amount of 2.750% Notes due 2041 (the "2041 Notes" and, together with the 2032 Notes, the "Notes") pursuant to an Underwriting Agreement, dated as of September 21, 2021 (the "Underwriting Agreement"), with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I annexed thereto (collectively, the "Underwriters").

In connection with the closing, on September 24, 2021, the Company issued and sold to the Underwriters the Notes pursuant to the Underwriting Agreement.

The Notes are governed by the Indenture, dated as of March 20, 2015 (the "Base Indenture"), between the Company and U.S. Bank National Association (the "Trustee"), as supplemented by the Fourth Supplemental Indenture, dated as of September 24, 2021, by and between the Company and the Trustee (the "Fourth Supplemental Indenture"). The Base Indenture and the Fourth Supplemental Indenture are referred to herein collectively as the "Indenture."

Interest on the 2032 Notes will accrue from September 24, 2021 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning March 15, 2022, at a rate of 2.125% per year. The 2032 Notes mature on March 15, 2032.

Interest on the 2041 Notes will accrue from September 24, 2021 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning March 15, 2022, at a rate of 2.750% per year. The 2041 Notes mature on September 15, 2041.

The Indenture contains certain restrictions, including a limitation that restricts the Company's ability, and the ability of certain of its subsidiaries, to incur certain debt for borrowed money secured by liens and to engage in certain sale and leaseback transactions. The Indenture also restricts the ability of the Company, and the ability of certain of its subsidiaries, to sell all or substantially all of their assets or merge or consolidate with or into other companies, and requires the Company to offer to repurchase the Notes upon certain change of control events.

The foregoing description of the material terms of the Fourth Supplemental Indenture is qualified in its entirety by reference to the Fourth Supplemental Indenture which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.





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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit

4.1           Fourth Supplemental Indenture, dated as of September 24, 2021,
            between the Company and U.S. Bank National Association.

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




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