General Mills issues $599.71 million 3% notes due 2051 to settle early exchange tenders

By Wendy Van Sickle

Columbus, Ohio, Jan. 27 – General Mills, Inc. issued $599,709,000 of 3% notes due 2051 on Wednesday to settle the early tendered notes in 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, according to an 8-K filing with the Securities and Exchange Commission.

The new notes will mature Feb. 1, 2051 and were priced using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 115 basis points. Pricing was determined at 10 a.m. ET on Jan. 22.

As previously reported, as of the 5 p.m. ET Jan. 21 early participation deadline, the notes tendered in the exchange offer were, in order of acceptance priority level, with their prices:

• $115,887,000 of $500 million outstanding 5.4% notes due 2040 (Cusip: 370334BJ2) at $1,002.57 of new notes and $431.22 of cash per $1,000 of notes tendered, with the price 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) at $1,002.57 of new notes and $357.36 of cash per $1,000 of notes tendered, with the price 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) at $1,002.57 of new notes and $284.60 of cash per $1,000 of notes tendered, with the price 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) at $1,002.57 of new notes and $242.62 of cash per $1,000 of notes tendered, with the price determined using the 1.375% U.S. Treasury due Aug. 15, 2050 plus 80 bps.

General Mills previously 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 are now eligible to receive the same consideration as those tendering prior to the early deadline.

The exchange offer was subject to some conditions, including that existing notes are validly tendered and not validly withdrawn in an amount that would result in at least $300 million of new notes being issued as a result of the exchange offer; as of 10 a.m. ET on Jan. 22, the yield on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 on 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 on Jan. 21.

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

Final settlement is expected to occur on Feb. 8.

The offer was announced on Jan. 7.

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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