Smucker to acquire Hostess Brands for $34.25/share in cash and stock; $5.2B bridge loan

J M SMUCKER Co

Per share consideration: $30 cash plus 0.03002 SJM shares (valued at $4.25 based on SJM close of $141.58 on 9/8/23).
Hostess Brands board unanimously approved and recommends stockholders tender shares.
Transaction subject to HSR, Canadian Competition Act clearance, and tender of at least a majority of Hostess shares.
Smucker secured $5.2B 364-day bridge loan from Bank of America and RBC for the cash portion.
Termination fee of $175M payable by Hostess if it accepts a superior proposal.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

J M SMUCKER Co entered into Agreement and Plan of Merger with Hostess Brands, Inc., SSF Holdings, Inc. (effective 2023-09-10).

Action: entry
Agreement: merger
Counterparty: Hostess Brands, Inc., SSF Holdings, Inc.
Effective: 2023-09-10

Exact text from the filing

On September 10, 2023, The J. M. Smucker Company, an Ohio Corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of September 10, 2023 (the “Merger Agreement”), by and among the Company, Hostess Brands, Inc., a Delaware corporation (“Hostess Brands”), and SSF Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

J M SMUCKER Co entered into a credit facility with Bank of America, N.A. and Royal Bank of Canada valued at $5.2 billion (effective 2023-09-10).

Action: entry
Agreement: credit facility
Counterparty: Bank of America, N.A. and Royal Bank of Canada
Value: $5.2 billion
Effective: 2023-09-10

Exact text from the filing

In connection with its entry into the Merger Agreement, the Company obtained a commitment from Bank of America, N.A. and Royal Bank of Canada for a $5.2 billion 364-day senior unsecured bridge loan facility, subject to customary conditions.

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J M SMUCKER Co filing history →

Source: SEC EDGAR

accession 0001193125-23-233050

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