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.
2
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses