Smucker issues $3.5B in notes to finance Hostess Brands merger and refinance debt

J M SMUCKER Co

Issued $750M 5.900% 2028 Notes, $1B 6.200% 2033 Notes (each matures Nov 15, 2028/2033).
Also issued $750M 6.500% 2043 Notes and $1B 6.500% 2053 Notes (maturities Nov 15, 2043/2053).
Net proceeds, plus cash and other debt, will fund Hostess Brands acquisition cash consideration and repayment of Hostess debt.
Interest on all notes accrues from Oct 25, 2023, payable semiannually on May 15 and Nov 15.
Indenture contains customary restrictions on liens, asset sales, mergers, and change-of-control repurchase obligations.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

J M SMUCKER Co entered into Underwriting Agreement with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters valued at $750 million aggregate principal amount of 5.900% Notes due 2028, $1,000 million aggregate principal (effective 2023-10-11).

Action: entry
Agreement: underwriting
Counterparty: BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters
Value: $750 million aggregate principal amount of 5.900% Notes due 2028, $1,000 million aggregate principal
Effective: 2023-10-11

Exact text from the filing

On October 25, 2023, The J. M. Smucker Company (the “Company”) closed its offering of $750 million aggregate principal amount of 5.900% Notes due 2028 (the “2028 Notes”), $1,000 million aggregate principal amount of 6.200% Notes due 2033 (the “2033 Notes”), $750 million aggregate principal amount of 6.500% Notes due 2043 (the “2043 Notes”) and $1,000 million aggregate principal amount of 6.500% Notes due 2053 (the “2053 Notes” and, together with the 2028 Notes, the 2033 Notes and the 2043 Notes, the “Notes”), pursuant to an Underwriting Agreement, dated as of October 11, 2023 (the “Underwriting Agreement”), with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I annexed thereto (collectively, the “Underwriters”).

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

J M SMUCKER Co entered into Fifth Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (effective 2023-10-25).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association)
Effective: 2023-10-25

Exact text from the filing

The Notes are governed by the Indenture, dated as of March 20, 2015 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association) (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of October 25, 2023, by and between the Company and the Trustee (the “Fifth Supplemental Indenture”).

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J M SMUCKER Co filing history →

Source: SEC EDGAR

accession 0001193125-23-263098

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