Current Report Filing (8-k)
December 07 2017 - 7:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2017
THE J. M. SMUCKER COMPANY
(Exact name of registrant as specified in its charter)
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Ohio
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001-05111
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34-0538550
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Strawberry Lane
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Orrville, Ohio
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44667-0280
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: (330)
682-3000
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 4, 2017, The J. M. Smucker Company (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 $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).
As more fully described under the caption UnderwritingOther Relationships in the
Prospectus Supplement related to the offering of the Notes, some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the
Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
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 December 4, 2017, the Company agreed to sell $300 million aggregate principal amount of its 2019 Notes and
$500 million aggregate principal amount of its 2027 Notes pursuant to the Underwriting Agreement. The sale of the Notes is expected to close on December 7, 2017. The offering of the 2019 Notes was priced at 99.922% of the $300 million
principal amount of 2019 Notes to be issued. At that price, the 2019 Notes have a yield to maturity of 2.240%. The offering of the 2027 Notes was priced at 99.966% of the $500 million principal amount of 2027 Notes to be issued. At that price,
the 2027 Notes have a yield to maturity of 3.379%.
The expected net proceeds will be approximately $793.9 million after deducting
the underwriting discount and estimated expenses related to the offering. The Company intends to use the net proceeds from the offering of the Notes to repay, redeem or refinance $500.0 million in principal amount of its unsecured senior notes
due March 15, 2018, and for general corporate purposes, which could include, but are not limited to, repayments of other outstanding debt, capital expenditures or working capital, and for funding of potential acquisitions.
The offering of the Notes was registered under the Securities Act of 1933, as amended (the Securities Act), and is being made
pursuant to the Companys 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 December 4, 2017 and filed with the Commission on
December 6, 2017 pursuant to Rule 424(b)(2) promulgated under the Securities Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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THE J. M. SMUCKER COMPANY
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Date: December 7, 2017
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By:
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/s/ Mark R. Belgya
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Mark R. Belgya
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Vice Chair and Chief Financial Officer
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