Filed Pursuant to Rule 424(b)(2)
Registration No. 333-220696
PROSPECTUS SUPPLEMENT
(To Prospectus dated
September 28, 2017)
$800,000,000
The J. M. Smucker Company
$300,000,000 2.200% Notes due 2019
$500,000,000 3.375% Notes due 2027
We are offering $300 million
aggregate principal amount of 2.200% Notes due 2019 (the 2019 notes) and $500 million aggregate principal amount of 3.375% Notes due 2027 (the 2027 notes and, together with the 2019 notes, the notes).
The 2019 notes will bear interest at a rate equal to 2.200% per year. We will pay interest on the 2019 notes semi-annually on each
June 6 and December 6, beginning on June 6, 2018. The 2019 notes will mature on December 6, 2019 and will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The 2027 notes will bear interest at a rate equal to 3.375% per year. We will pay interest on the 2027 notes semi-annually on each June 15
and December 15, beginning on June 15, 2018. The 2027 notes will mature on December 15, 2027 and will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We may redeem the notes in whole or in part, at our option, at any time or from time to time at the applicable redemption prices set forth
under Description of NotesOptional Redemption. If a change of control triggering event occurs, unless we have previously exercised our option to redeem the notes in whole, holders of the notes will have the right to require us to
repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See Description of NotesRepurchase at the Option of the Holders of Notes upon a Change
of Control Triggering Event.
The notes will be our direct senior unsecured obligations and will rank equally with all of our other
unsecured and unsubordinated indebtedness from time to time outstanding. The notes will not be guaranteed by any of our subsidiaries and will therefore be structurally subordinated to the indebtedness and other liabilities of our subsidiaries. See
Description of Notes.
Investing in the notes involves risks that are described in the sections entitled
Risk Factors
beginning on page
S-10
of this prospectus supplement and
Risk Factors
on page 5 of the accompanying prospectus.
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Price to
Public
(1)
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Underwriting
Discount
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Proceeds, before
Expenses, to Us
(1)
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Per 2019 note
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99.922
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%
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0.300
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%
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99.622
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%
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2019 note total
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$
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299,766,000
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$
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900,000
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$
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298,866,000
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Per 2027 note
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99.966
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%
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0.650
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%
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99.316
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%
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2027 note total
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$
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499,830,000
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$
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3,250,000
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$
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496,580,000
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Total
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$
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799,596,000
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$
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4,150,000
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$
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795,446,000
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(1)
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Plus accrued interest from December 7, 2017, if settlement occurs after that date.
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Neither the Securities and Exchange
Commission nor any other state securities commission has approved or disapproved of these securities or passed on the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company, including for the accounts of
Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, société anonyme, against payment in New York, New York on or about December 7, 2017.
Joint Book-Running Managers
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BofA Merrill Lynch
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J.P. Morgan
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BMO Capital Markets
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PNC Capital Markets LLC
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Co-Managers
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Fifth Third Securities
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Wells Fargo Securities
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Huntington Capital Markets
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US Bancorp
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Loop Capital Markets
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The date of this prospectus supplement is December 4, 2017