The J.M. Smucker Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$SJM
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 17, 2024
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Item 8.01 Other Events.
On December 17, 2024, The J. M. Smucker Company (the “Company”) announced the early results of its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) for its validly tendered (and not validly withdrawn) notes (the “Notes”) set forth in its Offer to Purchase, dated December 3, 2024 (the “Offer to Purchase”) using a “waterfall” methodology under which the Company will accept the Notes in order of their respective acceptance priority levels noted in the Offer to Purchase (the “Acceptance Priority Levels”). The Company announced that $122,481,000 aggregate principal amount of its 2.750% Senior Notes due 2041 (which have an Acceptance Priority Level of 1), $138,766,000 aggregate principal amount of its 3.550% Senior Notes due 2050 (which have an Acceptance Priority Level of 2) and $194,109,000 aggregate principal amount of its 2.125% Senior Notes due 2032 (which have an Acceptance Priority Level of 3) were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on December 16, 2024 (the “Early Tender Time”). The Company announced that it does not expect to accept for purchase any of its 4.375% Senior Notes due 2045 (which have an Acceptance Priority Level of 4) or its 5.900% Senior Notes due 2028 (which have an Acceptance Priority Level of 5). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on December 16, 2024, and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.
The Company announced on December 17, 2024 the pricing terms of the Offers. Accordingly, on or about December 19, 2024, the Company intends to accept for purchase pursuant to the Offers the full amount of the 2.750% Senior Notes due 2041, the full amount of the 3.550% Senior Notes due 2050 and a portion of the 2.125% Senior Notes due 2032 validly tendered and not validly withdrawn at or prior to the Early Tender Time on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately 69.9%, so that the aggregate purchase price, not including accrued and unpaid interest, does not exceed $300 million (the “Offer Cap”). The 4.375% Senior Notes due 2045 and the 5.900% Senior Notes due 2028 will not be accepted for purchase.
Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on January 2, 2025, unless extended or terminated, because the aggregate purchase price of Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time will be accepted for purchase.
The Company intends to pay the purchase price for, and accrued and unpaid interest on, the Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Offers with cash on hand and from the Company’s commercial paper program.
A copy of each of the press releases announcing the early tender results and the pricing terms of the Offers is attached hereto as Exhibits 99.1 and 99.2, respectively, and the information set forth therein is incorporated herein by reference.
The information in this Form 8-K filed pursuant to Item 8.01 is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit Number | Exhibit Description | ||||
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE J. M. SMUCKER COMPANY | ||||||||
| By: | /s/ Jeannette L. Knudsen | |||||||
| Name: Jeannette L. Knudsen | ||||||||
| Title: Chief Legal Officer and Secretary | ||||||||
Date: December 17, 2024
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