MINNEAPOLIS, April 3, 2018 /PRNewswire/ -- General Mills, Inc.
(NYSE: GIS) ("General Mills") announced today that it has priced
its registered public offering of $6.050
billion aggregate principal amount of its senior unsecured
notes (the "notes") in 8 tranches (the "Notes Offering"), as
follows:
Description
|
Maturity
|
Aggregate
Principal Amount
|
Price to
Public
|
|
Floating Rate
Notes*
|
Due 2021
|
$850,000,000
|
100.000%
|
|
Floating Rate
Notes**
|
Due 2023
|
$400,000,000
|
100.000%
|
|
3.200%
Notes
|
Due 2021
|
$600,000,000
|
99.986%
|
|
3.700%
Notes
|
Due 2023
|
$850,000,000
|
99.783%
|
|
4.000%
Notes
|
Due 2025
|
$800,000,000
|
99.903%
|
|
4.200%
Notes
|
Due 2028
|
$1,400,000,000
|
99.798%
|
|
4.550%
Notes
|
Due 2038
|
$500,000,000
|
99.844%
|
|
4.700%
Notes
|
Due 2048
|
$650,000,000
|
99.808%
|
|
______
* The Floating Rate Notes due 2021 will bear interest at
a floating rate equal to three-month LIBOR plus
0.540%.
** The Floating Rate
Notes due 2023 will bear interest at a floating rate equal to
three-month LIBOR plus 1.010%.
|
|
The net proceeds of the Notes Offering, after deducting
underwriting commissions and other expenses, are estimated to be
approximately $6.015 billion. The
notes will not be guaranteed by any of General Mills' subsidiaries.
The Notes Offering is expected to close on April 17, 2018, subject to customary closing
conditions.
General Mills intends to use the net proceeds from the Notes
Offering, together with the net proceeds from its recent public
offering of shares of its common stock, par value $0.10 per share (the "Equity Offering"), the
incurrence of debt under General Mills' U.S. commercial paper
program and cash on hand, to finance its previously announced
acquisition (the "Acquisition") of Blue Buffalo Pet Products, Inc.
("Blue Buffalo") and to pay related fees and expenses.
The Notes Offering is not contingent upon the consummation of
the Acquisition or any Equity Offering. If (i) the closing of the
Acquisition has not occurred on or prior to August 22, 2018, or (ii) prior to August 22, 2018, the merger agreement is
terminated, General Mills will be obligated to redeem most of the
notes on the special mandatory redemption date at a redemption
price equal to 101% of the aggregate principal amount of the notes,
plus accrued and unpaid interest to, but excluding, the special
mandatory redemption date.
Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup
Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley &
Co. LLC are acting as joint book-running managers for the Notes
Offering.
The Notes Offering is being made pursuant to an effective shelf
registration statement filed by General Mills with the Securities
and Exchange Commission ("SEC") on March 26,
2018 and will be made only by means of a prospectus
supplement relating to such Notes Offering and the accompanying
base shelf prospectus, copies of which may be obtained by
contacting: Goldman Sachs & Co. LLC, Prospectus Department, 200
West Street, New York, New York
10282, or by calling 1-866-471-2526, facsimile: 212-902-9316 or
emailing prospectus-ny@ny.email.gs.com; Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by
calling 1-888-603-5847 or emailing
barclaysprospectus@broadridge.com; Citigroup Global Markets Inc.,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by
calling 1-800-831-9146 or emailing prospectus@citi.com; Deutsche
Bank Securities Inc., attention: Prospectus Group, 60 Wall Street,
New York, New York 10005-2836, or
by calling 1-800-503-4611 or emailing prospectus.cpdg@db.com;
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Attention:
Prospectus Department, NC1-004-03-43 200 North College Street, 3rd
floor, Charlotte, North Carolina
28255-0001, or by calling 1-800-294-1322 or emailing
dg.prospectus_requests@baml.com; or Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor,
New York, New York 10014, or by
calling 1-866-718-1649 or emailing
prospectus@morganstanley.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities, nor shall
there be any sale of these securities, in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction.
About General Mills
General Mills is a leading global food company that serves the
world by making food people love. Its brands include Cheerios,
Annie's, Yoplait, Nature Valley, Fiber
One, Häagen-Dazs, Betty Crocker, Pillsbury, Old El Paso,
Wanchai Ferry, Yoki and more.
Headquartered in Minneapolis,
Minnesota, USA, General Mills generated fiscal 2017
consolidated net sales of $15.6 billion, as well as another
$1.0 billion from its
proportionate share of joint-venture net sales.
Forward-Looking Statements
Certain information contained in this release that are not
statements of historical or current fact constitute
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934. These statements may be
identified by the use of words such as "may," "will," "expect,"
"should," "anticipate," "intend," "believe" and "plan." The
forward-looking statements contained in this release include,
without limitation, statements related to: the planned acquisition
of Blue Buffalo and the timing and financing thereof; the ability
to obtain regulatory approvals and meet other closing conditions
for the planned acquisition; the expected impact of the planned
acquisition, including among others, on General Mills' net sales,
expected trends in net sales, earnings performance, profitability
and other financial measures; expectations regarding growth
potential in various products, geographies and market categories,
including the impact from a more diversified portfolio of brands
and business mix; expectations regarding growth in the pet food
category; the realization of anticipated cost synergies, margin
expansion and adjusted earnings per share accretion from the
acquisition; the ability to retain key personnel; and the
anticipated sufficiency of future cash flows to enable the payment
of interest and repayment of short- and long-term debt as well as
quarterly dividends.
These and other forward-looking statements are based on each
party's respective management's current views and assumptions and
involve risks and uncertainties that could significantly affect
expected results. Results may be materially affected by
factors such as: risks associated with transactions generally, such
as the inability to obtain, or delays in obtaining, required
approvals under applicable anti-trust legislation and other
regulatory and third party consents and approvals; the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; the outcome of any legal
proceedings that may be instituted following announcement of the
transaction; potential volatility in the capital markets and the
impact on the ability to complete the proposed debt and equity
financing necessary to consummate the acquisition of Blue Buffalo;
failure to retain key management and employees of Blue Buffalo;
General Mills' level of indebtedness as a result of the
transactions and its ability to achieve its objective of reducing
indebtedness; issues or delays in the successful integration of
Blue Buffalo's operations with those of General Mills, including
incurring or experiencing unanticipated costs and/or delays or
difficulties; difficulties or delays in the successful transition
from the information technology systems of Blue Buffalo to those of
General Mills as well as risks associated with other integration or
transition of the operations, systems and personnel of Blue
Buffalo; failure or inability to implement growth strategies in a
timely manner; unfavorable reaction to the transaction by
customers, competitors, suppliers and employees; future levels of
revenues being lower than expected and costs being higher than
expected; conditions affecting the industry generally; local and
global political and economic conditions; conditions in the
securities market that are less favorable than expected; and
changes in the level of capital investment, and other risks
described in General Mills' filings with the Securities and
Exchange Commission, including General Mills' Annual Report on Form
10-K for the fiscal year ended May 28, 2017, General Mills'
Quarterly Report on Form 10-Q for the fiscal quarter ended
February 25, 2018 and in Blue
Buffalo's filings with the Securities and Exchange Commission,
including Blue Buffalo's Annual Report on Form 10-K for the fiscal
year ended December 31, 2017.
Actual results could differ materially from those projected in
the forward-looking statements. Neither General Mills, nor Blue
Buffalo undertakes any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law.
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SOURCE General Mills, Inc.