SPARKS, Md., Aug. 8, 2017 /PRNewswire/ -- McCormick &
Company Inc. (NYSE: MKC) ("McCormick" or the "Company"), a global
leader in flavor, today announced the pricing of an underwritten
public offering (the "Offering") of 5,524,862 shares of its common
stock non-voting ("Common Stock Non-Voting") at a price to the
public of $90.50 per share. In
connection with the Offering, McCormick has granted the
underwriters an option for 30 days to purchase up to an additional
828,729 shares of its Common Stock Non-Voting sold at the public
offering price, less the underwriting discount. Subject to
customary closing conditions, the Offering is expected to settle
and close on or about August 11,
2017.
The net proceeds from the Offering will be approximately
$482 million after estimated
underwriting discounts, commissions and offering expenses payable
by McCormick. 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 debt financings, 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, including a base prospectus, that has been
filed with the Securities and Exchange Commission (the "SEC") on
August 7, 2017 and will be made only
pursuant to a prospectus supplement and the accompanying base
prospectus related to the Offering which 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, 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.