Item 1.01 Entry into a Material Definitive Agreement
On September 21, 2021, 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 2.125% 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
"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 September 21, 2021, the Company agreed to sell $500.0 million aggregate
principal amount of its 2032 Notes and $300.0 million aggregate principal amount
of its 2041 Notes pursuant to the Underwriting Agreement. The sale of the
Securities is expected to close on September 24, 2021. The offering of the 2032
Notes was priced at 99.543% of the $500.0 million principal amount of 2032 Notes
to be issued. At that price, the 2032 Notes have a yield to maturity of 2.174%.
The offering of the 2041 Notes was priced at 99.970% of the $300.0 million
principal amount of 2041 Notes to be issued. At that price, the 2041 Notes have
a yield to maturity of 2.752%.
The expected net proceeds will be approximately $792.1 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 $750.0 million in principal amount
of its unsecured senior notes due October 15, 2021, which bear interest at
3.50%, 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. 333-249173) and the Prospectus
included therein (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "Commission") on September 30, 2020, and
the Prospectus Supplement relating thereto dated September 21, 2021 and filed
with the Commission on September 23, 2021 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 September 21, 2021, 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.
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