General Mills to exchange notes for up to $750 million of new notes

By Taylor Fox

New York, Jan. 7 – General Mills, Inc. commenced an offer to exchange four series of notes for a combination of cash and up to up to $750 million of a series of newly issued General Mills notes due 2051, according to a news release.

The new notes will mature Feb. 1, 2051 and will be priced using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 115 basis points.

The notes covered by the exchange offer are, in order of acceptance priority level:

• $500 million outstanding 5.4% notes due 2040 (Cusip: 370334BJ2) with pricing determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 70 bps;

• $650 million outstanding 4.7% notes due 2048 (Cusip: 370334CJ1) with pricing determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 93 bps;

• $500 million outstanding 4.55% notes due 2038 (Cusip: 370334CH5) with pricing determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 60 bps; and

• $500 million outstanding 4.15% notes due 2043 (Cusip: 370334BP8) with pricing determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 80 bps.

The total consideration for each $1,000 of notes validly tender prior to the early participation time and accepted for exchange will be determined at 10 a.m. ET Jan. 22 and will include an early tender premium of $30 per $1,000 of notes tendered, plus interest.

The exchange offer is subject to certain conditions, including that existing notes are validly tendered and not validly withdrawn in an amount that would result in at least $300 million of new notes being issued as a result of the exchange offer; as of 10 a.m. ET Jan. 22, the yield on the reference UST security for the existing notes is not greater than 2.3%; as of 10 a.m. ET Jan. 22, the combination of the yield of the new notes and the total consideration or exchange consideration, as applicable, for the applicable series of existing notes would result in the new notes and such existing notes not being treated as substantially different under ASC 470-50; and with respect to any existing notes validly tendered pursuant to the exchange offer that will be exchanged on the final settlement date, General Mills determines that the new notes to be issued on the final settlement date in the exchange offer will be treated as part of the same issue as the new notes, if any, issued on the early settlement date for U.S. federal income tax purposes.

If acceptance of all validly tendered existing notes of a particular acceptance priority would cause General Mills to issue a principal amount of new notes greater than the new notes cap, then the exchange offer will be subject to proration.

The early participation deadline and the withdrawal deadline is 5 p.m. ET Jan. 21.

The early settlement date is expected to be Jan. 26.

The offer will expire at 11:59 p.m. ET Feb. 4.

Final settlement is expected to occur on Feb. 8.

Global Bondholder Services Corp. (866 470-3900, 212 430-3774; contact@gbsc-usa.com) is the exchange agent and information agent.

The maker of consumer food products is based in Minneapolis.

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