SPARKS, Md., Aug. 7, 2017 /PRNewswire/ -- McCormick &
Company Inc. (NYSE: MKC) ("McCormick" or the "Company"), a global
leader in flavor, today announced that it has launched an
underwritten public offering (the "Offering") of $500 million of its common stock non-voting
("Common Stock Non-Voting"). In connection with the Offering,
McCormick intends to grant the underwriters an option for 30 days
to purchase up to $75 million of
additional shares of its Common Stock Non-Voting.
McCormick intends to use the net proceeds of the Offering to
fund, in part, the purchase price of the previously announced
pending acquisition (the "Acquisition") of Reckitt Benckiser's Food
Division ("RB Foods"). McCormick expects to fund the balance of the
purchase price and pay related fees and expenses with the net
proceeds from additional debt financing, including a senior
unsecured notes offering and borrowing under an unsecured term loan
facility, and to the extent all or a portion of the net proceeds
from the Offering and/or the notes offering are not available, an
unsecured bridge loan facility, as well as cash on hand. The
Offering is not contingent on the closing of the Acquisition or any
debt financing. If for any reason the Acquisition does not close,
McCormick intends to use the net proceeds from the Offering for
general corporate purposes, which may include the financing of
future acquisitions and the repayment of existing indebtedness.
BofA Merrill Lynch, Credit Suisse, SunTrust Robinson Humphrey
and Wells Fargo Securities are acting as joint book-running
managers for the Offering.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of the Common Stock Non-Voting
or any other security of McCormick, nor shall there be any sale of
the Common Stock Non-Voting or any other security of McCormick in
any jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The Offering is being made pursuant to an effective shelf
registration statement, as amended, including a base prospectus,
that has been filed with the Securities and Exchange Commission
(the "SEC") on August 7, 2017 and is
available on the SEC website. A preliminary prospectus supplement
and the accompanying base prospectus related to the Offering have
been filed with the SEC on August 7,
2017 and are available on the SEC website. Copies of these
documents may be obtained from BofA Merrill Lynch, (NC1-004-03-43,
200 North College Street, 3rd Floor, Charlotte, NC 28255-0001; Email:
dg.prospectus_requests@baml.com) Attention: (Prospectus Department)
and Credit Suisse, (One Madison Avenue, New York, NY 10010, email:
newyork.prospectus@credit-suisse.com; tel: (800) 221-1037)
Attention: (Credit Suisse Prospectus Department).
Forward-Looking Statements
Certain information contained in this release that are not
statements of historical or current fact constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements may be identified by the use
of words such as "may," "will," "expect," "should," "anticipate,"
"intend," "believe" and "plan." The forward-looking statements
contained in this release include, without limitation, statements
related to: the expected timing, size, terms and the Company's
ability to complete the Offering and any debt financing; the
Company's anticipated use of proceeds from the Offering; and the
completion of the planned Acquisition and the timing and financing
thereof.
These and other forward-looking statements are based on
management's current views and assumptions and involve risks and
uncertainties that could significantly affect expected
results. Results may be materially affected by factors such
as: risks associated with acquisitions generally, such as the
inability to obtain, or delays in obtaining, required approvals
under applicable anti-trust legislation and other regulatory and
third party consents and approvals; potential volatility in the
capital markets and impact on the ability to complete the proposed
debt and equity financing necessary to satisfy the purchase price;
failure to retain key management and employees of RB Foods; issues
or delays in the successful integration of RB Foods' operations
with those of the Company, including incurring or experiencing
unanticipated costs and/or delays or difficulties; difficulties or
delays in the successful transition of the RB Foods' business from
the information technology systems of RB to those of McCormick as
well as risks associated with other integration or transition of
the operations, systems and personnel of RB Foods, each, as
applicable, within the term of the six-month post-closing
transition services agreement between McCormick and RB; future
levels of revenues being lower than expected and costs being higher
than expected; failure or inability to implement growth strategies
in a timely manner; unfavorable reaction to the acquisition by
customers, competitors, suppliers and employees; conditions
affecting the industry generally; local and global political and
economic conditions; conditions in the securities market that are
less favorable than expected; and changes in the level of capital
investment, and other risks described in the company's filings with
the Securities and Exchange Commission, including McCormick's
Annual Report on Form 10-K for the year ended November 30, 2016.
Actual results could differ materially from those projected in
the forward-looking statements. The company undertakes no
obligation to update or revise publicly, any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by law.
About McCormick
McCormick & Company, Incorporated is a global leader in
flavor. With $4.4 billion in annual
sales, the company manufactures, markets and distributes spices,
seasoning mixes, condiments and other flavorful products to the
entire food industry – retail outlets, food manufacturers and
foodservice businesses. Every day, no matter where or what you eat,
you can enjoy food flavored by McCormick. McCormick Brings the Joy
of Flavor to Life™.
For information contact:
Investor Relations:
Kasey Jenkins (410-771-7140 or
kasey_jenkins@mccormick.com)
Corporate Communications:
Lori Robinson (410-527-6004 or
lori_robinson@mccormick.com)
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SOURCE McCormick & Company, Inc.