General Mills, Inc. (“General Mills”) (NYSE: GIS) today
announced the early participation results, as of 5:00 p.m., New
York City time, on January 21, 2021 (the “Early Participation
Time”), of its previously announced 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”). In addition, General Mills announced that it has
increased the Exchange Consideration (as defined in the offering
memorandum, dated January 7, 2021 (the “Offering Memorandum”)) for
Existing Notes validly tendered after the Early Participation Time,
but at or prior to the Expiration Time (as defined below), by $30
of principal amount of New Notes for each $1,000 principal amount
of Existing Notes tendered and accepted for exchange. As a result,
the consideration to be paid for Existing Notes validly tendered
(i) at or prior to the Early Participation Time and (ii) following
the Early Participation Time, but at or prior to the Expiration
Time, will be the same. Except as described in this press release,
the terms and conditions of the Exchange Offer, as set forth in the
Offering Memorandum, remain unchanged.
The withdrawal deadline for the Exchange Offer occurred at 5:00
p.m., New York City time, on January 21, 2021. As a result,
tendered Existing Notes may no longer be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law as determined by General Mills.
The pricing of the New Notes will occur at 10:00 a.m., New York
City time, on January 22, 2021.
The settlement date for Existing Notes validly tendered and not
validly withdrawn at or prior to the Early Participation Time will
be January 27, 2021 (the “Early Settlement Date”), subject to the
terms and conditions of the Exchange Offer.
General Mills was advised by Global Bondholder Services
Corporation, as the exchange agent for the Exchange Offer, that as
of the Early Participation Time, the aggregate principal amounts of
Existing Notes specified in the final column in the table below
were validly tendered and not validly withdrawn pursuant to the
Exchange Offer.
Title of Security
CUSIP Number
Principal Amount
Outstanding
Acceptance Priority
Level(1)
Principal Amount Tendered as
of the Early Participation Time
Existing Notes
5.400% Notes due 2040
370334BJ2
$500,000,000
1
$115,887,000
4.700% Notes due 2048
370334CJ1
$650,000,000
2
$202,387,000
4.550% Notes due 2038
370334CH5
$500,000,000
3
$215,298,000
4.150% Notes due 2043
370334BP8
$500,000,000
4
$64,823,000
(1) All Existing Notes that were tendered
for exchange in the Exchange Offer at or before the Early
Participation Time 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.
The amount of outstanding Existing Notes validly tendered and
not validly withdrawn as of the Early Participation Time, as
reflected in the table above, is expected to satisfy the minimum
tender condition of the Exchange Offer.
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”).
The Exchange Offer is only being 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 an
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 on the Early
Settlement Date.
Global Bondholder Services Corporation is acting 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 Offering Memorandum, eligibility
certification and the Canadian beneficial holder form
(collectively, the “Exchange Offer Documents”) may be directed to
Global Bondholder Services Corporation 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 Exchange 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210122005253/en/
(analysts) Jeff Siemon: 763-764-2301
(media) Kelsey Roemhildt: 763-764-6364
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