Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 21 2021 - 5:09PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-249173
Supplementing the Preliminary
Prospectus Supplement dated September 21, 2021
(To Prospectus dated September 30, 2020)
THE J. M. SMUCKER COMPANY
Pricing Term Sheet
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Issuer:
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The J. M. Smucker Company
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Trade Date:
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September 21, 2021
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Settlement Date:
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September 24, 2021 (T+3)
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Security Description:
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2.125% Notes due 2032
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2.750% Notes due 2041
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Size:
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$500,000,000
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$300,000,000
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Maturity:
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March 15, 2032
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September 15, 2041
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Coupon:
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2.125%
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2.750%
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Price:
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99.543% of face amount
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99.970% of face amount
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Yield to Maturity:
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2.174%
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2.752%
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Spread to Benchmark Treasury:
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85 basis points
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95 basis points
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Benchmark Treasury:
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1.250% due August 15, 2031
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1.750% due August 15, 2041
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Benchmark Treasury Price and Yield:
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99-10; 1.324%
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99-04+;1.802%
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Interest Payment Dates:
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March 15 and September 15, commencing on March 15, 2022
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March 15 and September 15, commencing on March 15, 2022
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Redemption Provisions:
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Make-Whole Call:
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At any time prior to December 15, 2031 at a discount rate of Treasury plus 15 basis points
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At any time prior to March 15, 2041 at a discount rate of Treasury plus 15 basis points
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Par Call:
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On or after December 15, 2031
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On or after March 15, 2041
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CUSIP/ISIN:
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832696 AU2 / US832696AU25
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832696 AV0 / US832696AV08
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Ratings (Moodys / S&P):*
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Baa2 (Stable) / BBB (Stable)
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Joint Book-Running Managers:
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BofA Securities, Inc.
J.P. Morgan Securities
LLC
BMO Capital Markets Corp.
PNC Capital Markets
LLC
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Senior Co-Managers:
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U.S. Bancorp Investments, Inc.
Wells Fargo
Securities, LLC
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Co-Managers:
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BNP Paribas Securities Corp.
Huntington
Securities, Inc.
Scotia Capital (USA) Inc.
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* An explanation of the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base
their ratings on such material and information, and such of their own
investigations, studies and assumptions, as they deem appropriate. The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be
subject to review, revision, suspension, reduction or withdrawal at any time by Moodys and Standard & Poors. Each of the security ratings above should be evaluated independently of any other security rating.
The issuer expects that delivery of the notes will be made against payment therefor on or about September 24, 2021, which is the third business day
following the date of pricing of the notes (such settlement being referred to as T+3). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to
settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than two business days prior to the scheduled settlement date will be required, by virtue of the
fact that the notes initially will settle in T+3, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery
hereunder should consult their own advisors.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get
these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you
request it by calling BofA Securities, Inc. toll-free at (800) 294-1322 or J.P. Morgan Securities LLC telephone collect at 1-212-834-4533.
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