General Mills, Inc. (“General Mills”) (NYSE: GIS) today
announced the commencement of an offer to exchange (the “Exchange
Offer”) the four series of notes described in the below table
(collectively, the “Existing Notes”) for a combination of cash and
a series of newly issued General Mills notes due 2051 (the “New
Notes”) as described in, and for the consideration summarized in,
the table below. The aggregate principal amount of Existing Notes
that are accepted for exchange will be based on the order of
acceptance priority set forth in the table below, such that the
aggregate principal amount of Existing Notes accepted in the
Exchange Offer results in the issuance of New Notes in a principal
amount not exceeding $750,000,000 (the “New Notes Cap”).
Title of Security
CUSIP Number
Principal Amount Outstanding
($MM)
Reference UST Security
Fixed Spread (basis
points)(1)
Cash Payment Percent of
Premium(2)
Acceptance Priority
Level(3)
Existing Notes
5.400% Notes due 2040
370334BJ2
$500.0
1.375% due August 15, 2050
70
100%
1
4.700% Notes due 2048*
370334CJ1
$650.0
1.375% due August 15, 2050
93
100%
2
4.550% Notes due 2038*
370334CH5
$500.0
1.375% due August 15, 2050
60
100%
3
4.150% Notes due 2043*
370334BP8
$500.0
1.375% due August 15, 2050
80
100%
4
(1) The Early Participation
Payment (as defined below) for the Exchange Offer will be $30 of
principal amount of New Notes per $1,000 principal amount of
Existing Notes and is included in the Total Consideration (as
defined below).
(2) The cash payment percent of
premium is the percentage of the amount by which the Total
Consideration exceeds $1,000 in principal amount and cash per
$1,000 principal amount of such Existing Notes.
(3) All Existing Notes that are
tendered for exchange in the Exchange Offer at or before the Early
Participation Time (as defined below) will have priority over
Existing Notes that are tendered for exchange after the Early
Participation Time, even if General Mills does not elect to have an
Early Settlement Date (as defined below) and even if such Existing
Notes that are tendered for exchange after the Early Participation
Time have a higher acceptance priority than the Existing Notes that
are tendered for exchange at or before the Early Participation
Time.
* Denotes a series of Existing
Notes for which the Total Consideration and Exchange Consideration
(as defined below) will be determined taking into account the par
call date, instead of the maturity date, of the Existing Notes of
such series in accordance with standard market practice.
The “Total Consideration” for each $1,000 principal amount of
each series of Existing Notes validly tendered pursuant to the
Exchange Offer at or prior to the Early Participation Time and
accepted for exchange by General Mills (subject to proration as
described below, if any) will be equal to an amount (calculated in
accordance with standard market practice, as described in the
Offering Memorandum (as defined below)), that would reflect a yield
to maturity date or, if applicable, the par call date of such
series of Existing Notes (excluding accrued and unpaid interest to,
but not including, the applicable Settlement Date (as defined
below)) equal to the sum of (i) the bid-side yield on the
applicable reference U.S. Treasury Notes (the “Reference UST
Security”) set forth in the table above for such series of Existing
Notes as of 10:00 a.m., New York City time, on January 22, 2021,
plus (ii) the fixed spread set forth in the table above with
respect to such series of Existing Notes. The Total Consideration
for each $1,000 principal amount of Existing Notes tendered and
accepted includes an early participation payment, which will be $30
of principal amount of New Notes (the “Early Participation
Payment”). Eligible Holders (as defined below) who validly tender
their Existing Notes after the Early Participation Time, but prior
to the Expiration Time (as defined below), and whose Existing Notes
are accepted for exchange pursuant to the Exchange Offer, will
receive an amount reflecting the Total Consideration less the Early
Participation Payment (the “Exchange Consideration”).
General Mills also intends to pay in cash accrued and unpaid
interest on the Existing Notes accepted for exchange from the last
applicable interest payment date to, but excluding, the date on
which the exchange of Existing Notes accepted for exchange is
settled, less the amount of any pre-issuance interest on the New
Notes exchanged therefor, and amounts due in lieu of fractional
amounts of New Notes.
The table below summarizes certain terms of the New Notes.
Title of Series
Maturity Date
Benchmark Security
Spread to Benchmark
Security
Notes due 2051
February 1, 2051
1.375% U.S. Treasury Notes due
August 15, 2050
115 bps
The Exchange Offer is being conducted upon the terms and subject
to the conditions set forth in an offering memorandum, dated
January 7, 2021 (the “Offering Memorandum” and, together with the
eligibility certification and the Canadian beneficial holder form
(as defined below), the “Exchange Offer Documents”). General Mills
reserves the right, in its sole discretion, subject to applicable
law, to increase (or upsize) the New Notes Cap following
commencement of the Exchange Offer.
The Exchange Offer is subject to certain conditions, including
that (i) Existing Notes are validly tendered and not validly
withdrawn pursuant to the Exchange Offer in an aggregate principal
amount that would result in at least $300,000,000 aggregate
principal amount of New Notes being issued pursuant to the Exchange
Offer, (ii) as of 10:00 a.m., New York City time, on January 22,
2021, the yield on the Reference UST Security for the Existing
Notes is not greater than 2.30%, (iii) as of 10:00 a.m., New York
City time, on January 22, 2021, the combination of the yield of the
New Notes and the Total Consideration or Exchange Consideration, as
applicable, for the applicable series of Existing Notes would
result in the New Notes and such Existing Notes not being treated
as “substantially different” under ASC 470-50 and (iv) with respect
to any Existing Notes validly tendered pursuant to the Exchange
Offer that will be exchanged on the Final Settlement Date (as
defined below), General Mills determines that the New Notes to be
issued on the Final Settlement Date in the Exchange Offer will be
treated as part of the same issue as the New Notes, if any, issued
on the Early Settlement Date for U.S. federal income tax purposes
pursuant to specified tests.
As indicated in the footnotes to the table above, all Existing
Notes that are tendered for exchange in the Exchange Offer at or
before the Early Participation Time will have priority over
Existing Notes that are tendered for exchange after the Early
Participation Time, even if General Mills does not elect to have an
Early Settlement Date and even if such Existing Notes that are
tendered for exchange after the Early Participation Time have a
higher acceptance priority than the Existing Notes that are
tendered for exchange at or before the Early Participation Time. If
the principal amount of Existing Notes validly tendered at or
before the Early Participation Time and not validly withdrawn
constitutes a principal amount of Existing Notes that, if accepted,
would result in General Mills issuing New Notes having an aggregate
principal amount equal to or in excess of the New Notes Cap,
General Mills will not accept any Existing Notes tendered for
exchange after the Early Participation Time unless it elects, in
its sole discretion, subject to applicable law, to increase (or
upsize) the New Notes Cap.
If acceptance of all validly tendered Existing Notes of a
particular acceptance priority (together with all validly tendered
Existing Notes with a higher acceptance priority) would cause
General Mills to issue a principal amount of New Notes greater than
the New Notes Cap, then the Exchange Offer will be oversubscribed
and (unless the New Notes Cap is increased (or upsized)) if General
Mills accepts any Existing Notes with that acceptance priority in
the Exchange Offer, it will accept for exchange tendered Existing
Notes with that acceptance priority on a prorated basis, with the
aggregate principal amount of each Eligible Holder’s validly
tendered Existing Notes with that acceptance priority accepted for
exchange determined by multiplying each Eligible Holder’s tender by
the applicable proration factor, and rounding the product down to
the nearest $1,000 principal amount for such Eligible Holder’s
Existing Notes with that acceptance priority. In that event, no
Existing Notes with an acceptance priority lower than the
acceptance priority of the Existing Notes being prorated will be
accepted for exchange. Depending on the amount tendered and the
proration factor applied, if the principal amount of Existing Notes
returned to an Eligible Holder as a result of proration would
result in less than the minimum denomination being returned to such
Eligible Holder, General Mills will either accept or reject all of
such Eligible Holder’s validly tendered Existing Notes.
Only Eligible Holders who validly tender and do not validly
withdraw their Existing Notes at or prior to 5:00 p.m., New York
City time on January 21, 2021, subject to any extension by General
Mills (such date and time, as it may be extended, the “Early
Participation Time”), and whose Existing Notes are accepted for
exchange by General Mills pursuant to the terms of the Exchange
Offer, will receive the Total Consideration, which includes the
Early Participation Payment.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on February 4, 2021, unless extended or earlier terminated by
General Mills (such date and time, as it may be extended or earlier
terminated, the “Expiration Time”). Tenders of Existing Notes may
be validly withdrawn at any time at or prior to 5:00 p.m., New York
City time, on January 21, 2021, unless extended by General Mills,
but tenders will thereafter be irrevocable, except in certain
limited circumstances where additional withdrawal rights are
required by law as determined by General Mills.
General Mills reserves the right, but is under no obligation, at
any point following the Early Participation Time and before the
Expiration Time, to accept for exchange any Existing Notes validly
tendered at or prior to the Early Participation Time (the date of
such exchange, the “Early Settlement Date”). The Early Settlement
Date will be determined at General Mills’ option and is currently
expected to occur on January 26, 2021, the third business day
immediately following the Early Participation Time. If, after the
Early Participation Time, General Mills chooses to exercise its
option to have an Early Settlement Date and all conditions to the
Exchange Offer have been or are concurrently satisfied or waived by
General Mills, General Mills will, subject to the terms of the
Exchange Offer (including the proration provisions and acceptance
priorities described herein and the New Notes Cap), accept for
exchange Existing Notes validly tendered in the Exchange Offer
prior to the Early Participation Time, and the exchange for such
Existing Notes will be made on the Early Settlement Date.
The final settlement date for the Exchange Offer (the “Final
Settlement Date” and each of the Early Settlement Date and the
Final Settlement Date, a “Settlement Date”) will be promptly after
the Expiration Time and is currently expected to occur on February
8, 2021, the second business day immediately following the
Expiration Time.
The Exchange Offer will only be made, and the New Notes are only
being offered and will only be issued, and copies of the Offering
Memorandum will only be made available, to a holder of Existing
Notes who has certified its status as either (a) if in the United
States, a “qualified institutional buyer,” as that term is defined
in Rule 144A under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or (b)(i) if outside the United States (or a
dealer or other professional fiduciary organized, incorporated, or
(if an individual) resident in the United States holding a
discretionary account or similar account (other than estate or a
trust) for the benefit or account of a non-“U.S. person,” as that
term is defined in Rule 902 under the Securities Act), a person
other than a “U.S. person,” (ii) if located or resident in any
Member State of the European Economic Area or in the United
Kingdom, a person other than a retail investor (as defined below)
and (iii) if located or resident in Canada, an “accredited
investor” as such term is defined in National Instrument
45-106—Prospectus Exemptions, and, if resident in Ontario, section
73.3(1) of the Securities Act (Ontario), in each case, that is not
an individual and that is also a “permitted client” as such term is
defined in National Instrument 31-103—Registration Requirements,
Exemptions and Ongoing Registrant Obligations. General Mills refers
to holders of Existing Notes who certify to General Mills that they
are eligible to participate in the Exchange Offer pursuant to the
foregoing conditions as “Eligible Holders.” Only Eligible
Holders who have confirmed they are Eligible Holders via an
eligibility certification are authorized to receive or review the
Offering Memorandum or to participate in the Exchange Offer. For
Canadian Eligible Holders that tender Existing Notes, such
participation is also conditioned upon the receipt of beneficial
ownership information, including a completed certification form
that is required if tendering Existing Notes (the “Canadian
beneficial holder form”). There is no separate letter of
transmittal in connection with the Exchange Offer.
If and when issued, the New Notes will not be registered under
the Securities Act or any other applicable securities laws.
Therefore, the New Notes may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and the applicable
state securities laws. General Mills will enter into a registration
rights agreement with respect to the New Notes.
Global Bondholder Services Corporation will act as the exchange
agent and information agent for the Exchange Offer. Documents
relating to the Exchange Offer will only be distributed to holders
of Existing Notes who complete and return an eligibility
certification certifying that they are Eligible Holders. Questions
or requests for assistance related to the Exchange Offer or for
additional copies of the Exchange Offer Documents may be directed
to Global Bondholder Services Corporation by phone at (866)
470-3900 (toll free) or (212) 430-3774 (collect) or by email at
contact@gbsc-usa.com. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer. The eligibility certification for
the Exchange Offer can be accessed at the following link:
https://gbsc-usa.com/eligibility/generalmills.
Eligible Holders are advised to check with any broker, dealer,
commercial bank, trust company or other nominee or custodian or
other intermediary through which they hold Existing Notes as to
when such intermediary needs to receive instructions from an
Eligible Holder in order for that Eligible Holder to be able to
participate in, or (in the circumstances in which revocation is
permitted) revoke their instruction to participate in the Exchange
Offer before the deadlines specified herein and in the Exchange
Offer Documents. The deadlines set by each clearing system for the
submission and withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in the
Exchange Offer Documents.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offer is being made solely by the Exchange Offer Documents
and only to such persons and in such jurisdictions as is permitted
under applicable law.
The New Notes are not intended to be offered, sold or otherwise
made available to and are not being offered, sold or otherwise made
available to any retail investor in the European Economic Area or
in the United Kingdom. For these purposes, a “retail investor”
means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, “MiFID II”); or (ii) a customer within the meaning of
Directive (EU) 2016/97, as amended, where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a “qualified investor” as
defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for
offering or selling the New Notes or otherwise making them
available to retail investors in the European Economic Area or in
the United Kingdom has been prepared and therefore offering or
selling the New Notes or otherwise making them available to any
retail investor in the European Economic Area or in the United
Kingdom may be unlawful under the PRIIPs Regulation.
In the United Kingdom, this press release is only being
communicated to, and any other documents or materials relating to
the Exchange Offer are only being distributed to and are only
directed at persons who: (i) are outside the United Kingdom; (ii)
have professional experience in matters relating to investments and
are investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”); and/or (iii) persons qualifying as
high net worth companies or unincorporated associations, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”) or otherwise in
circumstances in which Section 21(1) of the Financial Services and
Markets Act 2000, as amended, does not apply. Any investment or
investment activity to which this announcement relates is available
only to relevant persons and will be engaged in only with relevant
persons. Any person who is not a relevant person should not act or
rely on this announcement or any of its contents.
About General Mills
General Mills is a leading global food company whose purpose is
to make food the world loves. Its brands include Cheerios, Annie's,
Yoplait, Nature Valley, Häagen-Dazs, Betty Crocker, Pillsbury, Old
El Paso, Wanchai Ferry, Yoki, BLUE and more. It is headquartered in
Minneapolis, Minnesota, USA.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains forward-looking statements that are
based on General Mills’ current expectations and assumptions. The
words or phrases “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimate,” “plan,” “project,” or
similar expressions identify forward-looking statements. These
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from the potential results discussed in the forward-looking
statements, including risks and uncertainties related to the
acceptance of any tendered Existing Notes, the expiration and
settlement of the Exchanges Offer, the satisfaction of conditions
to the Exchange Offer, whether the Exchange Offer will be
consummated in accordance with the terms set forth in the Offering
Memorandum or at all and the timing of any of the foregoing, as
well as the risk factors disclosed in General Mills’ Annual Report
on Form 10-K for the fiscal year ended May 31, 2020, filed with the
Securities and Exchange Commission on July 2, 2020. General Mills
undertakes no obligation to publicly revise any forward-looking
statement to reflect any future events or circumstances, except as
may be required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210107005827/en/
(analysts) Jeff Siemon: 763-764-2301
(media) Kelsey Roemhildt: 763-764-6364
General Mills (NYSE:GIS)
Historical Stock Chart
From Aug 2024 to Sep 2024
General Mills (NYSE:GIS)
Historical Stock Chart
From Sep 2023 to Sep 2024