General Mills gives early results on offer to exchange four note series

By Taylor Fox

New York, Jan. 22 – General Mills, Inc. announced the early participation results of its offer to exchange four series of notes for a combination of cash and 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. Pricing will be set at 10 a.m. ET on Jan. 22.

As of the 5 p.m. ET Jan. 21 early participation deadline, the notes tendered in the exchange offer are, in order of acceptance priority level:

• $115,887,000 of $500 million outstanding 5.4% notes due 2040 (Cusip: 370334BJ2) with pricing to be determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 70 bps;

• $202,387,000 of $650 million outstanding 4.7% notes due 2048 (Cusip: 370334CJ1) with pricing to be determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 93 bps;

• $215,298,000 of $500 million outstanding 4.55% notes due 2038 (Cusip: 370334CH5) with pricing to be determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 60 bps; and

• $64,823,000 of $500 million outstanding 4.15% notes due 2043 (Cusip: 370334BP8) with pricing to be determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 80 bps.

The amount of outstanding notes validly tendered and not validly withdrawn as of the early participation time is expected to satisfy the minimum tender condition of the exchange offer.

As previously reported, 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.

On Friday, General Mills said it increased the exchange consideration for notes tendered after the early participation time by $30 per $1,000 principal amount. Holders who tender their notes after the early deadline will now be eligible to receive the same consideration as those tendering prior to the early deadline.

The exchange offer is subject to some conditions, including that existing notes are validly tendered and not validly withdrawn in an amount that would result in at least $300 million of new notes being issued as a result of the exchange offer; as of 10 a.m. ET Jan. 22, the yield on the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 Treasury 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 those existing notes not being treated as substantially different under ASC 470-50; and with respect to any existing notes validly tendered under 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 withdrawal deadline was 5 p.m. ET Jan. 21.

The early settlement date is expected to be Jan. 27.

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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