Item 1.01 Entry into a Material Definitive Agreement.
Revolving Credit Agreement
On
September 1, 2017, The J. M. Smucker Company (the
Company
) and its subsidiary, Smucker Foods of Canada Corp. (the
Canadian Borrower
), entered into that certain Revolving Credit Agreement (the
Revolving Credit Agreement
) with the various lenders named therein and Bank of America, N.A., as administrative agent for the lenders (the
Revolving Agent
).
The Revolving Credit Agreement provides for a $1.75 billion unsecured revolving credit facility that matures on the fifth anniversary of
the date of such agreement. Borrowings under the facility are available to the Company in U.S. Dollars and Euros and available to the Canadian Borrower in Canadian Dollars. The Company guarantees all obligations of the Canadian Borrower under the
Revolving Credit Agreement. Borrowings under the Revolving Credit Agreement will bear interest, at the Companys option, at either a base rate or a LIBOR rate (in the case of U.S. Dollar-denominated loans), at the CDOR rate (in the case of
Canadian Dollar-denominated loans), or at a LIBOR rate (in the case of Euro-denominated loans), in each case plus an applicable margin. The applicable margins on base rate loans range from 0.00% to 0.525% and the applicable margins on LIBOR and CDOR
loans range from 0.805% to 1.525%, in each case based on the Companys long-term unsecured senior debt rating.
Under the terms of
the Revolving Credit Agreement, the Company must maintain, as of the last day of each fiscal quarter, a ratio of certain debt to EBITDA (the
total leverage ratio
) of no greater than 4.00 to 1.00 for all periods commencing with the
first fiscal quarter ending after the date of the Revolving Credit Agreement and ending prior to January 31, 2019; and a total leverage ratio of no greater than 3.75 to 1.00 for all periods ending January 31, 2019 and thereafter. In
addition, the Revolving Credit Agreement requires the Company to maintain, as of the last day of each fiscal quarter commencing with the first fiscal quarter ending after the date of the Revolving Credit Agreement, a ratio of EBITDA to interest
expense of at least 3.50 to 1.00. Each of such tests is subject to certain exceptions and qualifications set forth in the Revolving Credit Agreement.
The Revolving Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The
Revolving Credit Agreement also contains certain customary events of default. Subject to certain funds provisions, if an Event of Default (as defined in the Revolving Credit Agreement) has occurred and is continuing, the Revolving Agent may declare
that outstanding loans and any accrued interest and fees are due and payable by the applicable borrower.
Several of the lenders under the
Revolving Credit Agreement and their affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including investment banking, commercial banking, advisory, cash management, custody, and
trust services for which they receive customary fees and may do so in the future.
A copy of the Revolving Credit Agreement is included
herein as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Revolving Credit Agreement is qualified in its entirety by reference to the full text of the Revolving Credit Agreement.
Amendment to Term Loan Agreement
On September 1, 2017, the Company entered into Amendment No. 1 (the
Amendment
) to the Term Loan Credit Agreement,
dated as of March 2, 2015 (the
Term Loan Agreement
), with the various lenders named therein and Bank of America, N.A., as administrative agent for the lenders.
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Among other things, the Amendment makes certain changes to the representations and warranties and
affirmative and negative covenants (including financial covenants) of the Term Loan Agreement.
Several of the lenders under the Term Loan
Agreement and their affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services, including investment banking, commercial banking, advisory, cash management, custody, and trust services
for which they receive customary fees and may do so in the future.
The Term Loan Agreement was filed as Exhibit 10.1 to the
Companys Current Report on
Form 8-K
filed on March 3, 2015. A copy of the Amendment is included herein as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of
the Amendment is qualified in its entirety by reference to the full text of the Amendment.
Increase in Size of Commercial Paper Program
As previously disclosed in a Current Report on
Form 8-K
filed on August 7, 2014,
the Company entered into a commercial paper program (the
CP Program
) on August 1, 2014 under which the Company may issue short-term, unsecured commercial paper notes (the
Notes
) pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act
). On September 1, 2017, the Company increased the amount of Notes that it may issue from time to time under the
CP Program to an aggregate amount not to exceed $1.75 billion outstanding at any time. The Notes will have maturities of up to 270 days from date of issue and will not be subject to voluntary prepayment by the Company or redemption prior
to maturity. The Notes will rank pari passu with all of the Companys other unsecured and unsubordinated indebtedness. The net proceeds of issuances of the Notes are expected to be used for general corporate purposes. The Company plans to use
its revolving credit facility as a liquidity backstop for its borrowings under the CP Program. As of July 31, 2017, the last day of the Companys most recently completed fiscal quarter, there were $284 million of Notes outstanding
under the CP Program.
U.S. Bank National Association will continue to act as the issuing and paying agent under the CP Program. Each of
the commercial paper dealers will continue to act as a dealer under the CP Program (each, a
Dealer
and, collectively, the
Dealers
) pursuant to the terms and conditions of a commercial paper dealer agreement
previously entered into between the Company and each Dealer (each, a
Dealer Agreement
). Each Dealer Agreement contains customary representations, warranties, covenants, and indemnification provisions.
One or more of the Dealers and their respective affiliates have various relationships with the Company and its subsidiaries involving the
provision of financial services, including investment banking, commercial banking, advisory, cash management, custody, and trust services for which they receive customary fees and may do so in the future.
The Notes will not be registered under the Securities Act or state securities laws and may only be offered and sold in compliance with an
applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This announcement is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption
therefrom.
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Item 1.02. Termination of a Material Definitive Agreement.
On September 1, 2017, the Company and the Canadian Borrower repaid their outstanding obligations and terminated the lenders lending
commitments under that certain Third Amended and Restated Credit Agreement, dated as of September 6, 2013 (as amended, the
Existing Credit Agreement
), among the Company, Bank of Montreal, as administrative agent, and the
other parties from time to time thereto, and terminated the Existing Credit Agreement.
In connection with the transactions otherwise
described herein and as a result of the repayment and termination of the Existing Credit Agreement, the Companys subsidiaries, J.M. Smucker LLC and The Folgers Coffee Company (together, the
Subsidiary Guarantors
), no
longer guarantee the Existing Credit Agreement. In addition, the Subsidiary Guarantors are not guarantors under the Revolving Credit Agreement. As a result, the guarantees of the Subsidiary Guarantors in respect of obligations under the Term Loan
Agreement and all of the Companys outstanding senior notes were released in accordance with the terms of the Term Loan Agreement and the indentures governing such notes, as applicable.