UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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January 14, 2016
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General Mills, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-01185
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41-0274440
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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Number One General Mills Boulevard, Minneapolis, Minnesota
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55426-1347
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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763-764-7600
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Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On January 11, 2016, General Mills, Inc. (the "Company") agreed to sell €500,000,000 principal amount of its Floating Rate Notes due 2020 (the "Notes") pursuant to the Underwriting Agreement, dated January 11, 2016 (the "Underwriting Agreement"), among the Company, Merrill Lynch International, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Barclays Bank PLC, Société Générale and Standard Chartered Bank. The Notes will be issued pursuant to that certain Indenture, dated as of February 1, 1996 (as amended, the "Indenture"), between the Company and U.S. Bank National Association, as Trustee, and the Officers’ Certificate and Authentication Order, dated January 15, 2016 (the "Officers’ Certificate"), pursuant to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-202215). The sale of the Notes is expected to close on January 15, 2016.
The purpose of this Current Report is to file with the Securities and Exchange Commission the Underwriting Agreement, the Officers’ Certificate and the opinion of Dorsey & Whitney LLP with respect to the validity of the Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated January 11, 2016, among the Company, Merrill Lynch International, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Barclays Bank PLC, Société Générale and Standard Chartered Bank.
4.1 Officers’ Certificate and Authentication Order, dated January 15, 2016, for the Floating Rate Notes due 2020 (which includes the form of Note) issued pursuant to the Indenture.
5.1 Opinion of Dorsey & Whitney LLP.
SIGNATURES
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.
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General Mills, Inc.
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January 14, 2016
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By:
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Donal L. Mulligan
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Name: Donal L. Mulligan
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Title: Executive Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated January 11, 2016, among the Company, Merrill Lynch International, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Barclays Bank PLC, Société Générale and Standard Chartered Bank.
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4.1
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Officers’ Certificate and Authentication Order, dated January 15, 2016, for the Floating Rate Notes due 2020 (which includes the form of Note) issued pursuant to the Indenture.
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5.1
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Opinion of Dorsey & Whitney LLP.
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Exhibit 1.1
General Mills, Inc.
500,000,000 Floating Rate Notes due 2020
Underwriting Agreement
January 11, 2016
Merrill Lynch International
Credit Suisse Securities (Europe) Limited
J.P. Morgan Securities plc
Barclays Bank PLC
Société Générale
Standard Chartered Bank
c/o Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
c/o Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
United Kingdom
c/o J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
c/o Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
10 Bishops Square
London E1 6EG
United Kingdom
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c/o Standard Chartered Bank |
1 Basinghall Avenue
London EC2V 5DD
United Kingdom
Ladies and Gentlemen:
General Mills, Inc., a corporation organized under the laws of Delaware (the Company),
proposes to sell to the several underwriters named in Schedule II hereto (the Underwriters), for
whom you (the Representatives) are acting as representatives, the principal amount of its
securities identified in Schedule I hereto (the Securities), to be issued under an indenture (the
Indenture), dated as of February 1, 1996, between the Company and U.S. Bank National Association,
as trustee (the Trustee). To the extent there are no additional Underwriters listed on
Schedule II other than you, the term Representatives as used herein shall mean you, as
Underwriters, and the terms Representatives and Underwriters shall mean either the singular or
plural as the context requires. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus, the Time of Sale Information or the Final Prospectus shall
be deemed to refer to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any Preliminary Prospectus, the
Time of Sale Information or the Final Prospectus, as the case may be; and any reference herein to
the terms amend, amendment or supplement with respect to the Registration Statement, the
Basic Prospectus, any Preliminary Prospectus, the Time of Sale Information or the Final Prospectus
shall be deemed to refer to and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Prospectus, the Time of Sale Information or the Final Prospectus, as the case may be,
deemed to be incorporated therein by reference.
Certain terms used herein are defined in Section 18 hereof.
1. Representations and Warranties. The Company represents and warrants to, and
agrees with, each Underwriter as set forth below in this Section 1.
(a) The Company meets the requirements for use of Form S-3 under the Act and has
prepared and filed with the Commission a registration statement (the file number of which is
set forth in Schedule I hereto) on Form S-3, including a related basic prospectus, for
registration under the Act of the offering and sale of the Securities. The Company may have
filed one or more amendments thereto, including a Preliminary Prospectus, each of which has
previously been furnished to you. The Company will next file with the Commission a final
prospectus in accordance with Rules 415 and 424(b). As filed, such final prospectus
supplement shall contain all Rule 430A Information or Rule 430B Information, as the case may
be, together with all other such required information, and, except to the extent the
Representatives shall agree in writing to a modification, shall be in all substantive
respects in the form furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in the Basic Prospectus and any Preliminary Prospectus)
as the Company has advised you, prior to the Execution Time, will be included or made
therein. The Registration Statement, at the Execution Time, meets the requirements set forth
in Rule 415(a)(1)(x).
(b) (i) On the Effective Date, the Registration Statement did, and when any Preliminary
Prospectus is first filed (if required) in accordance with Rule 424(b), such Preliminary
Prospectus will, and when the Final Prospectus is first filed (if required) in accordance
with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto)
will, comply in all material respects with the applicable requirements of the Act, the
Exchange Act and the Trust Indenture Act and the respective rules thereunder; (ii) on the
Effective Date and at the Execution Time, the Registration Statement did not contain any
untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading; (iii) as of the
Time of Sale, the Time of Sale Information did not or will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and no statement of material fact included in the Final
Prospectus has been omitted from the Time of Sale Information and no statement of material
fact included in the Time of Sale Information that is required to be included in the Final
Prospectus has been omitted therefrom; (iv) each Electronic Road Show, if any, when
considered together with the Time of Sale Information, does not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; (v) on the Effective Date and on the Closing Date, the
Indenture did or will comply in all material respects with the applicable requirements of the
Trust Indenture Act and the rules thereunder; and (vi) as of its date and on the Closing
Date, the Final Prospectus (together with any supplement thereto) will not include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the
Trustee or (ii) the information contained in or omitted from the Registration Statement, any
Preliminary Prospectus, the Time of Sale Information or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information furnished in writing
to the Company by or on behalf of any Underwriter through the Representatives specifically
for inclusion in the Registration Statement, any Preliminary Prospectus, the Time of Sale
Information or the Final Prospectus (or any supplement thereto), as applicable.
(c) The Company is not an ineligible issuer in connection with the offering pursuant
to Rules 164, 405 and 433 under the Act. Any Free Writing Prospectus that the Company is
required to file pursuant to Rule 433(d) under the Act has been, or will be, filed with the
Commission in accordance with the requirements of the Act and the applicable rules and
regulations of the Commission thereunder. Each Free Writing Prospectus that the Company has
filed, or is required to file, pursuant to Rule 433(d) under the Act or that was prepared by
or on behalf of or used or referred to by the Company complies or will comply in all material
respects with the requirements of the Act and the applicable rules and regulations of the
Commission thereunder. Except for the Free Writing Prospectuses identified in Schedule III
hereto, and Electronic Road Shows, if any, each furnished to the Representatives before first
use, the Company has not prepared, used or referred to, and will not, without the prior
consent of the Representatives, prepare, use or refer to, any Free Writing Prospectus.
(d) Each of the Company and its Material Subsidiaries has been duly incorporated or
organized, as the case may be, and is validly existing as a corporation or a limited
liability company in good standing (as applicable) under the laws of the jurisdiction in
which it is chartered or organized with corporate or limited liability company power and
authority to own or lease, as the case may be, and to operate its properties and conduct its
business as described in the Prospectus, and is duly qualified to do business as a foreign
corporation or limited liability company and is in good standing (as applicable) under the
laws of each jurisdiction which requires such qualification or is subject to no material
liability or disability by reason of the failure to be so qualified in any such jurisdiction.
(e) This Agreement has been duly authorized, executed and delivered by the Company.
(f) The Indenture has been duly authorized, executed and delivered by the Company, has
been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors rights generally from time to time in effect and to general
principles of equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether considered in a proceeding in equity or at
law); and the Securities have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and paid for by the
Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms (subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors rights generally from time to time in effect and to
general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding
in equity or at law) and entitled to the benefits of the Indenture.
(g) None of the execution and delivery of the Indenture, the issue and sale of the
Securities, or the consummation of any other of the transactions herein contemplated will
conflict with, result in a breach or violation of or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or its Material Subsidiaries pursuant
to (i) the charter or by-laws of the Company or such subsidiaries, (ii) the terms of any
material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement
or other agreement, obligation, condition, covenant or instrument to which the Company or
such subsidiaries is a party or bound or to which its or their property is subject, or (iii)
any statute, law, rule, regulation, judgment, order or decree applicable to the Company or
such subsidiaries of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or such subsidiaries or
any of its or their properties.
(h) There has been no material adverse effect on the consolidated financial position,
stockholders equity or results of operations, prospects, business or properties of the
Company and its subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business (Material Adverse Effect), except as set forth in or
contemplated in the Prospectus.
(i) The Indenture and the Securities conform in all material respects to the
descriptions thereof contained in the Prospectus.
(j) The Company is not and, after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the Prospectus, will
not be an investment company as defined in the Investment Company Act of 1940, as amended.
(k) No consent, approval, authorization, filing with or order of any court or
governmental agency or body is required in connection with the transactions contemplated
herein, except such as have been obtained under the Act and the Trust Indenture Act and such
as may be required under the securities or blue sky laws of any jurisdiction in connection
with the purchase and distribution of the Securities by the Underwriters in the manner
contemplated herein and in the Prospectus.
(l) The consolidated historical financial statements and schedules of the Company and
its consolidated subsidiaries included or incorporated by reference in the Prospectus and the
Registration Statement present fairly in all material respects the financial condition,
results of operations and cash flows of the Company as of the dates and for the periods
indicated, comply as to form with the applicable accounting requirements of the Act and have
been prepared in conformity with generally accepted accounting principles applied on a
consistent basis throughout the periods involved (except as otherwise noted therein). The
selected financial data included or incorporated by reference in the Prospectus and
Registration Statement are fairly presented on the basis stated therein. The interactive
data in eXtensible Business Reporting Language incorporated by reference in the Prospectus
and the Registration Statement fairly presents the information called for in all material
respects and has been prepared in accordance with the Commissions rules and guidelines
applicable thereto.
(m) Except as set forth in or contemplated in the Prospectus, no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries or its or their property is pending or, to
the best knowledge of the Company, threatened that (i) could reasonably be expected to have a
material adverse effect on the performance of this Agreement or the consummation of any of
the transactions contemplated hereby or (ii) could reasonably be expected to have a Material
Adverse Effect.
(n) KPMG LLP, who have certified certain financial statements of the Company and its
consolidated subsidiaries and delivered their report with respect to the audited consolidated
financial statements and schedules included in the Prospectus, are independent public
accountants with respect to the Company within the meaning of the Act and the applicable
published rules and regulations thereunder.
(o) No labor dispute with the employees of the Company or any of its Material
Subsidiaries exists or, to the best of the Companys knowledge, is threatened that could
reasonably be expected to have a Material Adverse Effect, except as set forth in or
contemplated in the Prospectus.
(p) No Material Subsidiary of the Company is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other distribution on
such subsidiarys capital stock, from repaying to the Company any loans or advances to such
subsidiary from the Company or from transferring any of such subsidiarys property or assets
to the Company or any other subsidiary of the Company, except as described in or contemplated
by the Prospectus.
(q) The Company has not taken, directly or indirectly, any action designed to or that
would constitute or that might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
(r) The Company maintains disclosure controls and procedures and internal control over
financial reporting pursuant to Rule 13a-15(a) under the Exchange Act. Since May 31, 2015,
the Company has complied in all material respects with the provisions of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith.
(s) Except as disclosed in the Prospectus, (i) the Companys internal control over
financial reporting was effective as of May 31, 2015 and (ii) to the Companys knowledge,
there have been no changes in the Companys internal control over financial reporting
subsequent to May 31, 2015 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
(t) The Company has implemented and maintains in effect policies and procedures designed
to ensure compliance by the Company, its subsidiaries and their respective directors,
officers, employees and agents (acting in their capacity as such) with Anti-Corruption Laws
and applicable Sanctions. None of (a) the Company, any subsidiary or to the knowledge of the
Company or such subsidiary any of their respective directors, officers or employees, or (b)
to the knowledge of the Company, any agent of the Company or any subsidiary that will act in
any capacity in connection with or benefit from the sale of the Securities, is a Sanctioned
Person.
Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Underwriters in connection with the offering of the Securities shall be deemed a
representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the
purchase price set forth in Schedule I hereto the principal amount of the Securities set forth
opposite such Underwriters name in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made on
the date and at the time specified in Schedule I hereto or at such time on such later date not more
than three Business Days after the foregoing date as the Representatives shall designate, which
date and time may be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the Securities being
herein called the Closing Date). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order of the Company by
wire transfer payable in same-day funds to an account specified by the Company. Delivery of the
Securities shall be made in book-entry form through a common depositary for Clearstream Banking,
société anonyme and Euroclear Bank S.A./N.V., as operator of the Euroclear system, unless the
Representatives shall otherwise instruct.
4. Offering by the Underwriters. The Company understands that the several
Underwriters propose to offer the Securities for sale to the public as set forth in the Final
Prospectus.
5. Agreements. The Company agrees with the several Underwriters that:
(a) The Company will use its best efforts to cause any amendment to the Registration
Statement to become effective. Prior to the termination of the offering of the Securities,
the Company will not file any amendment to the Registration Statement or supplement
(including the Final Prospectus, any Preliminary Prospectus or the Time of Sale Information)
to the Basic Prospectus or any Rule 462(b) Registration Statement unless the Company has
furnished you a copy for your review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object. Subject to the foregoing sentence,
if the Registration Statement has become effective pursuant to Rule 430A or Rule 430B, or
filing of the Final Prospectus is otherwise required under Rule 424(b), the Company will
cause the Final Prospectus, properly completed, and any supplement thereto to be filed with
the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to the Representatives of such timely
filing. The Company will promptly advise the Representatives (1) when the Final Prospectus,
and any supplement thereto, shall have been filed (if required) with the Commission pursuant
to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the
Commission, (2) when, prior to termination of the offering of the Securities, any amendment
to the Registration Statement shall have been filed or become effective, (3) of any request
by the Commission or its staff for any amendment of the Registration Statement, or any
Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any
additional information, (4) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or threatening of any
proceeding for that purpose and (5) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Securities for sale in any jurisdiction
or the institution or threatening of any proceeding for such purpose. The Company will use
its best efforts to prevent the issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If the Time of Sale Information is being used to solicit offers to buy the
Securities at a time when the Final Prospectus is not yet available to prospective purchasers
and any event occurs as a result of which the Time of Sale Information would include any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, or if any event occurs or condition exists as a result of which the Time of Sale
Information conflicts with the information contained or incorporated by reference in the
Registration Statement then on file, or if, in the opinion of counsel for the Underwriters,
it is necessary to amend or supplement the Time of Sale Information to comply with applicable
law, the Company will forthwith prepare, file with the Commission and furnish, at its own
expense, to the Underwriters and to any dealer upon request, either amendments or supplements
to the Time of Sale Information so that the statements in the Time of Sale Information, as so
amended or supplemented will not, in the light of the circumstances under which they were
made when delivered to a prospective purchaser, be misleading or so that the Time of Sale
Information, as amended or supplemented, will no longer conflict with the Registration
Statement, or so that the Time of Sale Information, as amended or supplemented, will comply
with applicable law.
(c) If, at any time when a prospectus relating to the Securities is required to be
delivered under the Act (or in lieu thereof the notice required by Rule 173), any event
occurs as a result of which the Final Prospectus as then supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend the Registration Statement or supplement the
Final Prospectus to comply with the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will (1) notify the Representatives of such event, (2)
prepare and file with the Commission, subject to the second sentence of paragraph (a) of this
Section 5, an amendment or supplement which will correct such statement or omission or effect
such compliance and (3) supply any supplemented Final Prospectus to the underwriters in such
quantities as the representatives may reasonably request.
(d) As soon as practicable, the Company will make generally available to its security
holders and to the Representatives an earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under
the Act.
(e) The Company will furnish to the Representatives and counsel for the Underwriters,
without charge, signed copies of the Registration Statement (including exhibits thereto) and
to each other Underwriter a copy of the Registration Statement (without exhibits thereto)
and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the
Act (or in lieu thereof the notice required by Rule 173), as many copies of the Time of Sale
Information and the Final Prospectus and any supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of printing or other production of all
documents relating to the offering.
(f) The Company will arrange, if necessary, for the qualification of the Securities for
sale under the laws of such jurisdictions as the Representatives may designate, will maintain
such qualifications in effect so long as required for the distribution of the Securities and
will pay any fee of the Financial Industry Regulatory Authority, Inc., in connection with its
review of the offering; provided that in no event shall the Company be obligated to qualify
to do business in any jurisdiction where it is not now so qualified or to take any action
that would subject it to service of process in suits, other than those arising out of the
offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(g) The Company will furnish to the Underwriters a copy of each proposed Free Writing
Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and will
not use or refer to any proposed Free Writing Prospectus to which the Underwriters reasonably
object.
(h) The Company will not take any action that would result in an Underwriter or the
Company being required to file with the Commission pursuant to Rule 433(d) under the Act a
Free Writing Prospectus prepared by or on behalf of any Underwriter that the Underwriter
otherwise would not have been required to file thereunder.
(i) The Company will not, without the prior written consent of the Representatives, (i)
offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction
which is designed to, or might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise)
by the Company or any affiliate of the Company or any person in privity with the Company or
any affiliate of the Company), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Commission in respect of, or (ii)
establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Rule 16a-1 of the Exchange Act in respect of, any debt
securities issued or guaranteed by the Company with a maturity in excess of one year or
publicly announce an intention to effect any such transaction, until the Closing Date.
(j) The Company will not take, directly or indirectly, any action designed to or that
would constitute or that might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
(k) In connection with the offering of the Securities: (i) the Underwriters have acted
at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other
person; (ii) the Underwriters owe the Company only those duties and obligations set forth in
this Agreement and prior written agreements (to the extent not superseded by this Agreement),
if any, and (iii) the Underwriters may have interests that differ from those of the Company
and are not obligated to disclose such interests.
(l) If the third anniversary of February 20, 2015 occurs before all the Securities have
been sold by the Underwriters, prior to such third anniversary the Company will file a new
shelf registration statement and take any other action necessary to permit the public
offering of the Securities to continue without interruption; references herein to the
Registration Statement shall include the new registration statement declared effective by the
Commission.
(m) The Company will prepare a final term sheet relating to the offering of the
Securities, substantially in the form of Exhibit A to Schedule III, containing only
information that describes the final terms of the Securities or the offering in a form
consented to by the Representatives, and will file such final term sheet within the period
required by Rule 433(d)(5)(ii) under the Act following the date the final terms have been
established for the offering of the Securities.
(n) The Company consents to the use by any Underwriter of a Free Writing Prospectus
that (a) is not an issuer free writing prospectus as defined in Rule 433(h)(1), and
(b) contains only (i) information describing the preliminary terms of the Securities or their
offering, (ii) information that is permitted by Rule 134 of the Act or (iii) information that
describes the final terms of the Securities or their offering and that is included in the
final term sheet of the Company contemplated in Section 5(m); provided that each Underwriter
severally covenants with the Company not to take any action without the Companys prior
consent that would result in the Company being required to file with the Commission under
Rule 433(d) under the Act a Free Writing Prospectus prepared by or on behalf of such
Underwriter that otherwise would not be required to be filed by the Company thereunder, but
for the action of the Underwriter.
6. Conditions to the Obligations of the Underwriters. The obligations of the
Underwriters to purchase the Securities shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of the Time of Sale and the Closing Date,
to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the
following additional conditions:
(a) If filing of the Final Prospectus, or any supplement thereto, is required pursuant
to Rule 424(b), the Final Prospectus, and any such supplement, will be filed in the manner
and within the time period required by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) The Companys General Counsel shall have furnished to the Representatives an
opinion, dated the Closing Date and addressed to the Representatives to the effect that:
(i) the Company and each of its Material Subsidiaries has been duly incorporated
or organized, as the case may be, and is validly existing as a corporation or limited
liability company in good standing (as applicable) under the laws of the jurisdiction
in which it is chartered or organized, with corporate or limited liability company
power and authority to own or lease, as the case may be, and to operate its properties
and conduct its business as described in the Prospectus, and is duly qualified to do
business as a foreign corporation or limited liability company and is in good standing
(as applicable) under the laws of each jurisdiction which requires such qualification,
or subject to no material liability or disability by reason of the failure to be so
qualified in any such jurisdiction;
(ii) the Companys authorized equity capitalization is as set forth in the
Prospectus; the Indenture and the Securities conform in all material respects to the
description thereof contained in the Prospectus;
(iii) the Indenture has been duly authorized, executed and delivered by the
Company, has been duly qualified under the Trust Indenture Act, and constitutes a
legal, valid and binding instrument enforceable against the Company in accordance with
its terms (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors rights
generally from time to time in effect and to general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law); and
the Securities have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and paid for by the
Underwriters pursuant to this Agreement, will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their
terms (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors rights
generally from time to time in effect and to general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law) and
entitled to the benefits of the Indenture;
(iv) to the knowledge of such counsel, there is no pending or threatened action,
suit or proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving the Company or any of its subsidiaries or its or their
property, of a character required to be disclosed in the Registration Statement which
is not adequately disclosed in the Prospectus, and there is no franchise, contract or
other document of a character required to be described in the Registration Statement
or Prospectus, or to be filed as an exhibit thereto, which is not described or filed
as required; and the statements included or incorporated by reference in (A) the Time
of Sale Information under the headings Description of Debt Securities and
Description of the Notes; (B) the Final Prospectus under the headings, Description
of Debt Securities, Description of the Notes and Underwriting and (C) the
Registration Statement in Item 15, in each case insofar as such statements summarize
legal matters, agreements, documents or proceedings discussed therein, are accurate
and fair summaries of such legal matters, agreements, documents or proceedings;
(v) (A) the Registration Statement has become effective under the Act; (B) any
required filing of the Basic Prospectus, any Preliminary Prospectus and the Final
Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b); (C) any required filing of
any Free Writing Prospectus pursuant to Rule 433 has been made in the manner and
within the time period required by Rule 433; (D) to the knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement has been issued,
no proceedings for that purpose have been instituted or threatened, and the
Registration Statement, any Preliminary Prospectus and the Final Prospectus (other
than the financial statements and other financial information contained or
incorporated by reference therein and the Form T-1, as to which such counsel need
express no opinion) comply as to form in all material respects with the applicable
requirements of the Act, the Exchange Act and the Trust Indenture Act and the
respective rules thereunder; and (E) nothing has come to the attention of such counsel
that causes such counsel to believe that (1) on the Effective Date or the date the
Registration Statement was last deemed amended, and at the Execution Time, the
Registration Statement contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading; (2) the Final Prospectus as of its date or on the
Closing Date included or includes any untrue statement of a material fact or omitted
or omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; or (3) the Time
of Sale Information as of the Time of Sale or, as amended or supplemented (if
applicable) as of the Closing Date, included or includes any untrue statement of a
material fact or omitted or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading (with respect to clauses (1) through (3) above, in each case other than the
financial statements and other financial information contained or incorporated by
reference therein and the Form T-1, as to which such counsel need express no opinion);
(vi) this Agreement has been duly authorized, executed and delivered by the
Company;
(vii) the Company is not and, after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the Prospectus,
will not be an investment company as defined in the Investment Company Act of 1940,
as amended;
(viii) no consent, approval, authorization, filing with or order of any court or
governmental agency or body is required in connection with the transactions
contemplated herein, except such as have been obtained under the Act and the Trust
Indenture Act and such as may be required under the securities or blue sky laws of any
jurisdiction in connection with the purchase and distribution of the Securities by the
Underwriters in the manner contemplated in this Agreement and in the Prospectus and
such other approvals (specified in such opinion) as have been obtained;
(ix) neither the execution and delivery of the Indenture, the issue and sale of
the Securities, nor the consummation of any other of the transactions herein
contemplated will conflict with, result in a breach or violation of or imposition of
any lien, charge or encumbrance upon any property or assets of the Company or its
Material Subsidiaries pursuant to, (i) the charter or by-laws of the Company or such
subsidiaries, (ii) the terms of any material indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which the Company or such subsidiaries is a party
or bound or to which its or their property is subject, or (iii) any statute, law,
rule, regulation, judgment, order or decree applicable to the Company or such
subsidiaries of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or such
subsidiaries or any of its or their properties;
(x) no holders of securities of the Company have rights to the registration of
such securities under the Registration Statement; and
(xi) the statements in the Prospectus under the caption Material United States
Federal Income Tax Considerations, insofar as such statements constitute a summary of
the United States federal tax laws referred to therein, are accurate and fairly
summarize in all material respects the U.S. federal tax laws referred to therein.
In rendering such opinion, such counsel may rely (A) as to matters involving the application
of laws of any jurisdiction other than the State of Delaware or the Federal laws of the
United States, to the extent they deem proper and specified in such opinion, upon the opinion
of other counsel of good standing whom they believe to be reliable and who are satisfactory
to counsel for the Underwriters and (B) as to matters of fact, to the extent they deem
proper, on certificates of responsible officers of the Company and its subsidiaries and
public officials. With respect to opinion (iii) above, such opinion may be rendered by
Dorsey & Whitney LLP with respect to the laws of the State of New York. References to the
Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from Davis Polk & Wardwell LLP, counsel for
the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the
Representatives, with respect to the issuance and sale of the Securities, the Indenture, the
Registration Statement, the Time of Sale Information, the Final Prospectus (together with any
supplement thereto) and other related matters as the Representatives may reasonably require,
and the Company shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Representatives a certificate of the
Company, signed by the Chairman of the Board or the President or any Vice President and the
principal financial or accounting officer of the Company, dated the Closing Date, to the
effect that the signers of such certificate have reviewed the Registration Statement, the
Time of Sale Information, the Final Prospectus, any supplements to the Final Prospectus and
this Agreement and that:
(i) the representations and warranties of the Company in this Agreement are true
and correct on and as of the Closing Date with the same effect as if made on the
Closing Date and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to the Closing
Date;
(ii) to the knowledge of such officers, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings for
that purpose have been instituted or threatened; and
(iii) since the date of the most recent financial statements included or
incorporated by reference in the Prospectus, there has been no Material Adverse
Effect, except as set forth in or contemplated in the Prospectus.
(e) The Company shall have requested and caused KPMG LLP to have furnished to the
Representatives, at the Execution Time and at the Closing Date, letters, (which may refer to
letters previously delivered to one or more of the Representatives), dated respectively as of
the Execution Time and as of the Closing Date, in form and substance satisfactory to the
Representatives, constituting statements and information of the type ordinarily included in
accountants comfort letters to underwriters and (i) confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the respective applicable
rules and regulations adopted by the Commission thereunder; (ii) confirming that they have
performed a review of the unaudited interim financial information of the Company for the
period ended on and as at the date of the unaudited financial statements of the Company
included or incorporated by reference in the Registration Statement, the Time of Sale
Information and Final Prospectus, in accordance with Statement on Auditing Standards No. 100;
and (iii) stating in effect, except as provided in Schedule I hereto, that:
(i) in their opinion the audited financial statements and financial statement
schedules included or incorporated by reference in the Registration Statement, the
Time of Sale Information and the Final Prospectus and reported on by them comply as to
form in all material respects with the applicable accounting requirements of the Act
and the Exchange Act and the related rules and regulations adopted by the Commission;
(ii) on the basis of a reading of the unaudited financial statements of the
Company made available by the Company and its subsidiaries; their limited review, in
accordance with standards established under Statement on Auditing Standards No. 100,
of the unaudited interim financial information for the period ended on and as at the
date of the unaudited financial statements of the Company included or incorporated by
reference in the Registration Statement, the Time of Sale Information and Final
Prospectus, as indicated in their report which is incorporated by reference in the
Registration Statement, the Time of Sale Information and the Final Prospectus;
carrying out certain specified procedures (but not an examination in accordance with
generally accepted auditing standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter; a reading of the
minutes of the meetings of the stockholders, directors and committees of the Company
and its subsidiaries; and inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to the date of the most recent
unaudited financial statements of the Company included or incorporated by reference in
the Registration Statement, the Time of Sale Information and the Final Prospectus,
nothing came to their attention which caused them to believe that:
(1) any unaudited financial statements included or incorporated by
reference in the Registration Statement, the Time of Sale Information and the
Final Prospectus do not comply as to form in all material respects with
applicable accounting requirements of the Act and with the related rules and
regulations adopted by the Commission with respect to financial statements
included or incorporated by reference in quarterly reports on Form 10-Q or in
reports on Form 8-K under the Exchange Act; and said unaudited financial
statements are not in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the audited financial
statements included or incorporated by reference in the Registration Statement,
the Time of Sale Information and the Final Prospectus;
(2) with respect to the period subsequent to the date of the most recent
financial statements (other than any capsule information), audited or
unaudited, included or incorporated by reference in the Registration Statement,
the Time of Sale Information and the Final Prospectus, there were any changes,
at a specified date not more than three Business Days prior to the date of the
letter, in the long-term debt of the Company and its subsidiaries or capital
stock of the Company or decreases in the stockholders equity of the Company or
in consolidated net current assets as compared with the amounts shown on the
consolidated balance sheet as of the date indicated above included or
incorporated by reference in the Registration Statement, the Time of Sale
Information and the Final Prospectus, or for the period from the date one day
after the date above to such specified date there were any decreases, as
compared with the corresponding period in the preceding year for sales,
earnings before taxes and earnings from joint ventures or in total or per share
amounts of net earnings of the Company and its subsidiaries, except in all
instances for changes or decreases set forth in such letter, in which case the
letter shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed necessary by the
Representatives; and
(3) any material modifications should be made to the unaudited financial
statements incorporated by reference in the Registration Statement, the Time of
Sale Information or the Final Prospectus for them to be in conformity with
generally accepted accounting principles; and
(4) the information included or incorporated by reference in the
Registration Statement, the Time of Sale Information and Final Prospectus in
response to Regulation S-K, Item 503(d) (Ratio of Earnings to Fixed Charges) is
not in conformity with the applicable disclosure requirements of Regulation
S-K; and
(iii) they have performed certain other specified procedures as a result of which
they determined that certain information of an accounting, financial or statistical
nature (which is limited to accounting, financial or statistical information derived
from the general accounting records of the Company and its subsidiaries) set forth in
the Registration Statement, the Time of Sale Information and the Final Prospectus and
in Exhibit 12 to the Registration Statement, including the information set forth under
the captions Summary, Risk Factors, Ratios of Earnings to Fixed Charges in the
Time of Sale Information and the Final Prospectus, the information included or
incorporated by reference in Items 1, 1A, 2, 6, 7 and 11 of the Companys Annual
Report on Form 10-K, incorporated by reference in the Registration Statement, the Time
of Sale Information and the Final Prospectus, and the information included in the
Managements Discussion and Analysis of Financial Condition and Results of
Operations included or incorporated by reference in the Companys quarterly reports
on Form 10-Q or current reports on Form 8-K, incorporated by reference in the
Registration Statement, the Time of Sale Information and the Final Prospectus, agrees
with the accounting records of the Company and its subsidiaries, excluding any
questions of legal interpretation.
References to the Final Prospectus in this paragraph (e) include any supplement thereto at the date
of the letter.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which information
is given in the Registration Statement and the Final Prospectus, there shall not have been
(i) any change or decrease specified in the letter or letters referred to in paragraph (e) of
this Section 6 or (ii) any change, or any development involving a prospective change, in or
affecting the consolidated financial position, stockholders equity or results of operations,
prospects, business or properties of the Company and its subsidiaries, taken as a whole,
whether or not arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Final Prospectus, the effect of which, in any case referred
to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material
and adverse as to make it impractical or inadvisable to proceed with the offering or delivery
of the Securities as contemplated by the Registration Statement and the Final Prospectus.
(g) Subsequent to the Execution Time, there shall not have been any decrease in the
rating of any of the Companys debt securities by any nationally recognized statistical
rating organization (as defined in Section 3(a)(62) of the Exchange Act) or any notice given
of any intended or potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.
(h) Prior to the Closing Date, the Company shall have furnished to the Representatives
such further information, certificates and documents as the Representatives may reasonably
request.
If any of the conditions specified in this Section 6 shall not have been fulfilled in all
material respects when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be delivered at the office of
Davis Polk & Wardwell LLP, counsel for the Underwriters, at 450 Lexington Avenue, New York, New
York, 10017 on the Closing Date.
7. Reimbursement of Underwriters Expenses. If the sale of the Securities provided
for herein is not consummated because any condition to the obligations of the Underwriters set
forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10
hereof or because of any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a default by any of
the Underwriters, the Company will reimburse the Underwriters severally through the Representatives
on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase and sale of the
Securities.
8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold
harmless each Underwriter, the officers and directors of each Underwriter and each person who
controls any Underwriter within the meaning of either the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, the Time of
Sale Information, any issuer free writing prospectus as defined in Rule 433(h)(1) under the Act,
any issuer information that the Company has filed, or is required to file, pursuant to Rule
433(d)(i)(B) under the Act or the Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through
the Representatives specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may
otherwise have. The Company acknowledges that the statements set forth in the last paragraph of
the cover page regarding delivery of the Securities and, under the heading Underwriting, (i) the
list of Underwriters and their respective participation in the sale of the Securities, (ii) the
paragraph related to concessions and reallowances and (iii) the paragraphs related to
stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and
the Final Prospectus constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in any Preliminary Prospectus or the Final Prospectus.
(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying partys choice at the indemnifying partys expense to represent the indemnified party
in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); provided, however, that
such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying
partys election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a reasonable time after notice of
the institution of such action or (iv) the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each indemnified party from
all liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company
and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending same) (collectively Losses) to which the Company and one or more of the Underwriters
may be subject in such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and by the Underwriters on the other from the offering of the
Securities; provided, however, that in no case shall any Underwriter (except as may
be provided in any agreement among underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder, after taking into account the amount of damages
such Underwriter is otherwise required to pay, if any. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company and the Underwriters
severally shall contribute in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Company shall be deemed to be
equal to the total net proceeds from the offering (before deducting expenses) received by it, and
benefits received by the Underwriters shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page of the Final Prospectus.
Relative fault shall be determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information provided by the Company on the one hand or the Underwriters on the
other, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution were determined by pro
rata allocation or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director and officer of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act and each director and officer of the Company
shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase
and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters
hereunder and such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Underwriters shall be obligated severally to
take up and pay for (in the respective proportions which the principal amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate principal amount of
Securities set forth opposite the names of all the remaining Underwriters) the Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate principal amount of Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the
aggregate principal amount of Securities set forth in Schedule II hereto, the remaining
Underwriters shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing
Date shall be postponed for such period, not exceeding five Business Days, as the Representatives
shall determine in order that the required changes in the Registration Statement and the Final
Prospectus or in any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in the absolute
discretion of the Representatives, by notice given to the Company prior to delivery of and payment
for the Securities, if at any time prior to such time:
(a) (i) trading in the Companys Common Stock shall have been suspended by the Commission or
the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall
have been suspended or limited or minimum prices shall have been established on such Exchange, (ii)
there shall have occurred any material disruption in securities clearance or settlement services,
(iii) a banking moratorium shall have been declared either by Federal or New York State authorities
or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the Representatives, impractical
or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the
Time of Sale Information or the Final Prospectus; or
(b) the representation in Section 1(b)(iii) is incorrect in any respect.
11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company and of the
Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the address
specified for notices to the Representatives set forth in Schedule I hereto; or, if sent to the
Company, will be mailed, delivered or telefaxed to General Mills, Inc., General Counsel, Number One
General Mills Blvd., Minneapolis, Minnesota 55426 (fax no. (763) 764-3302), with a copy to General
Mills, Inc., Treasury Department, Number One General Mills Blvd., Minneapolis, Minnesota 55426,
Attn.: Treasurer (fax no.: (763) 764-7384).
13. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors and controlling persons
referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed within the
State of New York.
15. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.
16. Headings. The section headings used herein are for convenience only and shall
not affect the construction hereof.
17. Miscellaneous: In accordance with the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company,
which information may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their respective clients.
18. Definitions. The terms which follow, when used in this Agreement, shall have the
meanings indicated.
Act shall mean the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.
Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction
applicable to the Company or its Subsidiaries from time to time concerning or relating to
bribery or corruption.
Basic Prospectus shall mean the prospectus covering the Securities dated February 20,
2015, contained in the Registration Statement, in the form first used to confirm sales of the
Securities (or in the form first made available to the Underwriters by the Company to meet
requests of purchasers pursuant to Rule 173 under the Act).
Business Day shall mean any day other than a Saturday, a Sunday or a legal holiday or
a day on which banking institutions or trust companies are authorized or obligated by law to
close in New York City.
Commission shall mean the Securities and Exchange Commission.
Effective Date shall mean each date and time that the Registration Statement, any
post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement
became or become effective.
Electronic Road Show means a bona fide electronic road show as defined in Rule
433(h)(5) under the Act.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder.
Execution Time shall mean the date and time that this Agreement is executed and
delivered by the parties hereto.
Final Prospectus shall mean the Basic Prospectus, as supplemented by the prospectus
supplement specifically relating to the Securities in the form first used to confirm sales of
the Offered Securities (or in the form first made available to the Underwriters by the
Company to meet requests of purchasers pursuant to Rule 173 under the Act).
Free Writing Prospectus has the meaning set forth in Rule 405 under the Act and
includes the final term sheet referred to in Section 5(m) hereof.
Material Subsidiaries shall mean the Companys significant subsidiaries as defined by
Rule 1-02(w) of Regulation S-X.
Preliminary Prospectus shall mean any preliminary form of the Final Prospectus used
prior to filing of the Final Prospectus.
Prospectus shall mean the Final Prospectus, as of its date and as of the Closing Date,
and the Time of Sale Information as of the Time of Sale.
Registration Statement shall mean the registration statement referred to in
paragraph 1(a) above, including exhibits and financial statements, as amended at the
Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b)
Registration Statement becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule 462(b) Registration Statement, as the case
may be. Such term shall include any Rule 430A Information or Rule 430B Information, as the
case may be, deemed to be included therein at the Effective Date as provided by Rule 430A or
Rule 430B.
Rule 173, Rule 415, Rule 424, Rule 430A, Rule 430B and Rule 462 refer to
such rules under the Act.
Rule 430A Information shall mean information with respect to the Securities and the
offering thereof permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A.
Rule 430B Information shall mean information with respect to the Securities and the
offering thereof permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430B.
Rule 462(b) Registration Statement shall mean a registration statement and any
amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the
registration statement referred to in Section 1(a) hereof.
Sanctions means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by (a) the U.S. government, including those
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
or the U.S. Department of State, or (b) the United Nations Security Council, the European
Union or Her Majestys Treasury of the United Kingdom.
Sanctioned Country means, at any time, a country or territory which is the subject or
target of any Sanctions.
Sanctioned Person means, at any time, (a) any Person listed in any Sanctions-related
list of designated Persons maintained by the Office of Foreign Assets Control of the U.S.
Department of the Treasury, the U.S. Department of State, the United Nations Security
Council, the European Union or any member state of the European Union, (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any
such Person.
Time of Sale shall mean the time when sales of the Securities were first made.
Time of Sale Information shall mean the Preliminary Prospectus (if applicable) most
recently available prior to the Time of Sale and each Free Writing Prospectus relating to the
Securities listed on Schedule III hereto. If, subsequent to the Execution Time, the Company
and the Underwriters have determined that such Time of Sale Information included an untrue
statement of material fact or omitted a statement of material fact necessary to make the
information therein, in the light of the circumstances under which it was made, not
misleading and have agreed to provide an opportunity to purchasers of the Securities to
terminate their old purchase contracts and enter into new purchase contracts, then Time of
Sale Information will refer to the information available to purchasers at the time of entry
into the first such new purchase contract.
Trust Indenture Act shall mean the Trust Indenture Act of 1939, as amended and the
rules and regulations of the Commission promulgated thereunder.
19. Other Liabilities Governed by Non-EEA Law. Notwithstanding any other term of this
Agreement or any other agreements, arrangements or understanding between any Underwriter and the
Company, the Company acknowledges, accepts and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in
relation to any BRRD Liability of an Underwriter to the Company under this Agreement, which
(without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due
thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other
securities or other obligations of such Underwriter or another person (and the issue to or
conferral on the Company of such shares, securities or obligations);
(iii) the cancellation of the BRRD Liability; and
(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity
or the dates on which any payments are due, including by suspending payment for a temporary
period; and
(b) the variation of the terms of this Agreement, as deemed necessary by the Relevant
Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution
Authority.
The terms which follow, when used in this Section 19, shall have the meanings indicated.
Bail-in Legislation means in relation to a member state of the European Economic Area
which has implemented, or which at any time implements, the BRRD, the relevant implementing
law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from
time to time.
Bail-in Powers means any Write-down and Conversion Powers as defined in relation to
the relevant Bail-in Legislation.
BRRD means Directive 2014/59/EU establishing a framework for the recovery and
resolution of credit institutions and investment firms.
BRRD Liability has the same meaning as in such laws, regulations, rules or
requirements implementing the BRRD under the applicable Bail-in Legislation.
EU Bail-in Legislation Schedule means the document described as such, then in effect,
and published by the Loan Market Association (or any successor person) from time to time at
http://www.lma.eu.com/.
Relevant Resolution Authority means the resolution authority with the ability to
exercise any Bail-in Powers in relation to the relevant Underwriter.
20. Representatives. Any action by the Underwriters hereunder may be taken by Merrill
Lynch International, Credit Suisse Securities (Europe) Limited and J.P. Morgan Securities plc on
behalf of the Underwriters, and any such action taken by Merrill Lynch International, Credit Suisse
Securities (Europe) Limited and J.P. Morgan Securities plc shall be binding upon the Underwriters.
The execution of this Agreement by each Underwriter constitutes agreement to, and acceptance of,
this Section 20.
21. Agreement Among Underwriters. The execution of this Agreement by each Underwriter
constitutes the acceptance of each Underwriter of the ICMA Agreement Among Managers Version 1/New
York Schedule, subject to any amendment notified to the Underwriters in writing at any time prior
to the execution of this Agreement. References to the Managers shall be deemed to refer to the
Underwriters, references to the Lead Manager shall be deemed to refer to each of Merrill Lynch
International, Credit Suisse Securities (Europe) Limited and J.P. Morgan Securities plc and
references to Settlement Lead Manager shall be deemed to refer to Merrill Lynch International.
As applicable to the Underwriters, Clause 3 of the ICMA Agreement Among Managers Version 1/New York
Schedule shall be deemed to be deleted in its entirety and replaced with Section 9 of this
Agreement.
22. Stabilization. The Company hereby authorizes Merrill Lynch International as the
Stabilizing Manager to make adequate public disclosure regarding stabilization of the information
required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the
Commission of the European Communities. The Stabilizing Manager for its own account may, to the
extent permitted by applicable laws and directives, over-allot and effect transactions with a view
to supporting the market price of the Securities at a level higher than that which might otherwise
prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of the
Company and any loss resulting from overallotment and stabilization shall be borne, and any profit
arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no
assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager)
will undertake any stabilization action. Nothing contained in this paragraph shall be construed so
as to require the Company to issue in excess of the aggregate principal amount of Securities
specified in Schedule II hereto. Such stabilization, if commenced, may be discontinued at any time
and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and
directives.
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several Underwriters.
Very truly yours,
GENERAL MILLS, INC.
By: /s/ Keith A. Woodward
Name: Keith A. Woodward
Title: Senior Vice President, Treasurer
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as
of the date first above written.
MERRILL LYNCH INTERNATIONAL
CREDIT SUISSE SECURITIES (EUROPE) LIMITED
J.P. MORGAN SECURITIES PLC
BARCLAYS BANK PLC
SOCIéTé GéNéRALE
STANDARD CHARTERED BANK
MERRILL LYNCH INTERNATIONAL
By: /s/ Mark Kitchen
Name: Mark Kitchen
Title: Director
CREDIT SUISSE SECURITIES (EUROPE) LIMITED
By: /s/ Richard Johnson
Name: Richard Johnson
Title: Director DCM
By: /s/ Scott J. Roose
Name: Scott J. Roose
Title: Managing Director
J.P. MORGAN SECURITIES PLC
By: /s/ Joanan Dai
Name: Joanna Dai
Title: Vice President
BARCLAYS BANK PLC
By: /s/ James Gutow
Name: James Gutow
Title: Managing Director
SOCIéTé GéNéRALE
By: /s/ Jonathan Weinberger
Name: Jonathan Weinberger
Title: Managing Director
STANDARD CHARTERED BANK
By: /s/ Rodrigo Cabernite
Name: Rodrigo Cabernite
Title: Executive Director, Debt Capital Markets
SCHEDULE I
Underwriting Agreement dated: January 11, 2016
Registration Statement No.: 333-202215
Representatives: Merrill Lynch International, Credit Suisse Securities (Europe) Limited and J.P.
Morgan Securities plc
Title, Purchase Price and Description of Securities:
|
|
|
Title and Aggregate Principal Amount:
|
|
General Mills, Inc.
500,000,000 Floating Rate
Notes due 2020 (the Notes) |
Purchase Price (plus interest, if any,
accrued from the Closing Date):
|
|
99.75% or 498,750,000
|
Price to Public:
|
|
100.00% |
Sinking Fund Provisions:
|
|
None |
Optional Redemption Provisions:
|
|
None |
Change of Control Offer to Purchase:
|
|
If a change of control
triggering event occurs,
General Mills will be required
to make an offer to purchase
the notes at a purchase price
equal to 101% of the principal
amount of the Notes, plus
accrued and unpaid interest,
if any, to the date of
repurchase. |
Closing Date, Time and Location:
January 15, 2016 at 10:00 a.m. London time at
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
|
|
Merrill Lynch International |
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: Syndicate Desk
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
United Kingdom
Attention: Syndicate Desk
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Facsimile: +44 20 3493 0682
Attention: Head of Debt Syndicate and Head of EMEA Debt Capital Markets Group
SCHEDULE II
|
|
|
Underwriters |
|
Principal Amount of Notes |
Merrill Lynch International
|
|
145,833,000 |
Credit Suisse Securities (Europe) Limited
|
|
137,500,000 |
J.P. Morgan Securities plc
|
|
129,167,000 |
Barclays Bank PLC
|
|
37,500,000 |
Société Générale
|
|
37,500,000 |
Standard Chartered Bank
|
|
12,500,000 |
Total:
|
|
500,000,000 |
|
|
|
SCHEDULE III
Free Writing Prospectus(es)
Final Term Sheet (attached as Exhibit A hereto)
EXHIBIT A TO SCHEDULE III
Filed pursuant to Rule 433
Registration No. 333-202215
500,000,000
General Mills, Inc.
Floating Rate Notes due 2020
Pricing Term Sheet
January 11, 2016
|
|
|
Issuer:
|
|
General Mills, Inc. |
Issuer Ratings*:
|
|
[Intentionally Omitted] |
Principal Amount:
|
|
500,000,000 |
Offering Format:
|
|
SEC Registered |
Listing:
|
|
General Mills intends to apply to list
the notes on the New York Stock Exchange |
Maturity:
|
|
January 15, 2020 |
Price to Public:
|
|
100.00% |
Interest Rate Basis:
|
|
3-month EURIBOR |
Spread:
|
|
+73 basis points |
Minimum Interest Rate:
|
|
0.00% per annum |
Interest Payment Dates:
|
|
Quarterly on January 15, April 15, July
15 and October 15, commencing on April
15, 2016 |
Interest Reset Dates:
|
|
Quarterly on January 15, April 15, July
15 and October 15, commencing on April
15, 2016 |
Initial Interest Determination Date:
|
|
January 13, 2016 |
Day Count Convention:
|
|
Actual/360; Modified Following, Adjusted |
Optional Redemption Provisions:
|
|
None |
Change of Control Offer to Purchase:
|
|
If a change of control triggering event
occurs, General Mills will be required
to make an offer to purchase the notes
at a purchase price equal to 101% of the
principal amount of the notes, plus
accrued and unpaid interest, if any, to
the date of repurchase. |
Trade Date:
|
|
January 11, 2016 |
Settlement Date:
|
|
T+4; January 15, 2016 |
Denominations:
|
|
100,000 and higher multiples of 1,000 |
CUSIP/ISIN:
|
|
370334 BY9 / XS1346107433 |
Joint Book-Running Managers:
|
|
Merrill Lynch International
Credit Suisse Securities (Europe) Limited
J.P. Morgan Securities plc |
Senior Co-Managers:
|
|
Barclays Bank PLC
Société Générale |
Co-Managers:
|
|
Standard Chartered Bank |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SECs website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Merrill Lynch International at 1-800-294-1322, Credit Suisse Securities (Europe) Limited at
1-800-221-1037, or J.P. Morgan Securities plc at +44-207-134-2468.
This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General
Mills, Inc. on January 11, 2016 relating to its Prospectus dated February 20, 2015.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
Exhibit 4.1
GENERAL MILLS, INC.
OFFICERS CERTIFICATE
AND
AUTHENTICATION ORDER
Pursuant to the Indenture, dated as of February 1, 1996 (as amended, the Indenture), between
General Mills, Inc. (the Company) and U.S. Bank National Association (formerly known as First
Trust of Illinois, National Association), as trustee (the Trustee), and resolutions adopted by
the Board of Directors of the Company and the Finance Committee of the Board of Directors of the
Company, this Officers Certificate and Authentication Order is being delivered to the Trustee to
establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to
establish the form of the Securities of such series in accordance with Section 201 of the
Indenture, to request the authentication and delivery of the Securities of such series pursuant to
Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture.
Capitalized terms used but not defined herein and defined in the Indenture shall have the
respective meanings ascribed to them in the Indenture.
A. Establishment of Series Pursuant to Section 301 of Indenture. There is hereby established
pursuant to Section 301 of the Indenture a series of Securities which shall have the following
terms (the numbered clauses set forth below correspond to the numbered subsections of Section 301
of the Indenture):
(1) The series of Securities being authorized shall bear the title Floating Rate Notes
due 2020 (the Notes).
(2) There shall be no limit upon the aggregate principal amount of the Notes which may
be authenticated and delivered under the Indenture; provided, however, that the aggregate
principal amount of Notes to be authenticated and delivered under the Indenture pursuant to
this Officers Certificate and Authentication Order shall be limited to the amount set forth
in Section C below (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305,
306, 906 or 1107 of the Indenture and except for any Notes which, pursuant to Section 303 of
the Indenture, are deemed never to have been authenticated and delivered under the
Indenture).
(3) Interest on each Note will be paid to the Person in whose name the Note is
registered at the close of business on the Regular Record Date (as defined in paragraph 5
below), except that interest due at Maturity or on any Redemption Date will be paid to the
Person to whom the principal of the Note is paid.
(4) The Notes will mature on January 15, 2020, unless the principal of any Note, or any
installment of principal, becomes due and payable prior to such date.
As used herein, Business Day means any day that is not a Saturday or Sunday and that
is not a day on which banking institutions are authorized or obligated by law or executive
order to close in the City of New York or London and on which the Trans-European Automated
Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor
thereto, operates.
(5) The Notes will bear interest from and including January 15, 2016 or from and
including the most recent Interest Payment Date (as defined below) as to which interest on
the Notes (or any Predecessor Security with respect to the Notes) has been paid or made
available for payment quarterly in arrears on January 15, April 15, July 15 and October 15
in each year (each an Interest Payment Date), commencing on April 15, 2016, at the rate
per annum determined in accordance with the provisions set forth below, until the Notes are
paid or made available for payment.
The interest so payable, and punctually paid or made available for payment, on any
Interest Payment Date will, as provided for in the Indenture, be paid to the Person in whose
name the Notes (or one or more Predecessor Securities with respect hereto) are registered at
the close of business on the Regular Record Date for such Interest Payment Date, which shall
be the 15th calendar day (whether or not a Business Day) immediately preceding such Interest
Payment Date or, if the Notes are a Global Security, the close of business on the Business
Day (for this purpose, a day on which Clearstream Banking, Société Anonyme and Euroclear
Bank, S.A./N.V. are open for business) immediately preceding such Interest Payment Date;
except that interest due on the Maturity Date or Redemption Date will be paid to the Person
to whom the principal is paid.
If any Interest Payment Date (other than the Maturity Date or any Redemption Date) is
not a Business Day, then such Interest Payment Date will be postponed to the next succeeding
day which is a Business Day and interest will accrue to but excluding such Interest Payment
Date, except that if such Business Day falls in the next succeeding calendar month, then the
applicable Interest Payment Date will be the immediately preceding Business Day.
Notwithstanding the foregoing, if the Maturity Date or any Redemption Date with respect to
the Notes falls on a day that is not a Business Day, the payment of principal, premium, if
any, and interest, if any, otherwise payable on such date will be postponed to the next
succeeding Business Day, and no interest on such payment will accrue from and after the
Maturity Date or the Redemption Date, as applicable.
The Interest Rate (as defined below) on the Notes will be reset quarterly on January
15, April 15, July 15 and October 15, beginning on April 15, 2016 (each, an Interest Reset
Date). However, if any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date will be the next succeeding day that is a Business Day, except
that if the next succeeding Business Day falls in the next succeeding calendar month, the
applicable Interest Reset Date will be the immediately preceding Business Day.
The Initial Interest Period will be the period from and including January 15, 2016
to, but excluding, the first Interest Reset Date. The Interest Rate in effect during the
Initial Interest Period will be equal to EURIBOR plus 73 basis points (0.73%), determined
two TARGET System Days prior to January 15, 2016. A TARGET System Day is any day in which
the TARGET2 System, or any successor thereto, is open for business and a day on which
commercial banks are open for dealings in euro deposits in the London interbank market. If
the Notes are in definitive form, the reference to Business Day will also mean a day on
which banking institutions generally are open for business in the location of each office of
a transfer agent, but only with respect to a payment or other action to occur at that
office.
After the Initial Interest Period, the Interest Periods will be the periods from, and
including, an Interest Reset Date to, but excluding, the immediately succeeding Interest
Reset Date, except that the final Interest Periods will be the period from, and including,
the Interest Reset Date immediately preceding the Maturity Date to, but excluding, the
Maturity Date (each, an Interest Period). The interest rate per annum for the Notes in
any Interest Period will be equal to EURIBOR plus 73 basis points (0.73%) (the Interest
Rate), as determined by the Calculation Agent (as defined below). The Interest Rate in
effect for the 15 calendar days prior to any Redemption Date earlier than the Maturity Date
will be the Interest Rate in effect on the 15th calendar day immediately preceding such
earlier Redemption Date.
The Interest Rate on the Notes will be limited to the maximum rate permitted by New
York law, as the same may be modified by United States law of general application, and shall
not be less than 0.00%.
EURIBOR, with respect to any Interest Determination Date (as defined below) will be
the offered rate for deposits of euros having a maturity of three months that appears on
Reuters Page EURIBOR 01 at approximately 11:00 a.m., Brussels time, on such Interest
Determination Date. If on an Interest Determination Date, such rate does not appear on the
Reuters Page EURIBOR 01 as of 11:00 a.m., Brussels time, or if Reuters Page EURIBOR 01
is not available on such date, the Calculation Agent will obtain such rate from Bloomberg
L.P.s page BBAM. If no offered rate appears on Reuters Page EURIBOR 01 or Bloomberg
L.P.s page BBAM on an Interest Determination Date, EURIBOR will be determined for such
Interest Determination Date on the basis of the rates at approximately 11:00 a.m., Brussels
time, on such Interest Determination Date at which deposits in euros are offered to prime
banks in the euro-zone inter-bank market by the principal euro-zone office of each of four
major banks in such market selected and identified by the Company (the Reference Banks),
for a term of three months commencing on the applicable Interest Reset Date and in a
principal amount of not less than 1,000,000 that is representative for a single transaction
in euros in such market at such time. The Company will ensure the Calculation Agent is
provided with the complete contact details of the relevant personnel at each of the
Reference Banks that it will be required to contact in order to obtain the relevant Interest
Rate. The Calculation Agent will request the principal euro-zone office of each of such
banks to provide a quotation of its rate. If at least two such quotations are provided,
EURIBOR for the related Interest Period will be the arithmetic mean (rounded upwards) of
such quotations. If fewer than two such quotations are provided, EURIBOR for such Interest
Period will be the arithmetic mean (rounded upwards) of the rates quoted at approximately
11:00 a.m., Brussels time, on such Interest Determination Date by three major banks in the
euro- zone, selected and identified by the Company, for loans in euros to leading European
banks, for a term of three months, commencing on the applicable Interest Reset Date and in a
principal amount of not less than 1,000,000 that is representative for a single transaction
in such market at such time; provided, however, that if the banks so selected are not
quoting as mentioned above, the then-existing EURIBOR rate will remain in effect for such
Interest Period, or, if none, the Interest Rate will be the Interest Rate applicable in the
Initial Interest Period.
All percentages resulting from any calculation of any Interest Rate for the Notes will
be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all euro amounts will be rounded to the
nearest cent, with one-half cent being rounded upward. The amount of interest payable in
respect of the Notes will be calculated by applying the applicable Interest Rate for such
Interest Period to the outstanding principal amount of such Notes, multiplying the product
by the actual number of days in the related Interest Period and dividing by 360. Each
calculation of the Interest Rate on the Notes by the Calculation Agent will (in the absence
of manifest error) be final and binding on the Company, the Trustee and the Holders of the
Notes. Upon the request of any Holder of the Notes, the Calculation Agent will provide the
Interest Rate then in effect and, if determined, the Interest Rate that will become
effective on the next Interest Reset Date.
The Calculation Agent shall be the agent appointed by the Company to calculate the
Interest Rate on the Notes and will initially be the Elavon Financial Services Limited. The
Calculation Agent will determine EURIBOR for each Interest Period on the second TARGET
System Day prior to the first day of such Interest Period (the Interest Determination
Date).
Subject to the exceptions and limitations set forth below, additional interest will be
paid on the Notes in such additional amounts as are necessary in order that the net payment
of the principal of and interest on the Notes to a Holder (or the beneficial owner for whose
benefit such Holder holds such Note) who is not a United States Person (as defined below),
after withholding or deduction for any present or future tax, assessment or other
governmental charge imposed by the United States or a taxing authority in the United States,
will not be less than the amount provided in the Notes to be then due and payable; provided,
however, that the foregoing obligation to pay additional amounts shall not apply:
(i) to any tax, assessment or other governmental charge that is imposed by
reason of the Holder (or the beneficial owner for whose benefit such Holder holds
such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the
Holder if the Holder is an estate, trust, partnership or corporation, or a person
holding a power over an estate or trust administered by a fiduciary Holder, being
considered as:
(a) being or having been engaged in a trade or business in the United
States or having or having had a permanent establishment in the United
States;
(b) having a current or former connection with the United States (other
than a connection arising solely as a result of the ownership of the Notes
or the receipt of any payment or the enforcement of any rights thereunder),
including being or having been a citizen or resident of the United States;
(c) being or having been a personal holding company, a passive foreign
investment company or a controlled foreign corporation for United States
federal income tax purposes or a corporation that has accumulated earnings
to avoid United States federal income tax;
(d) being or having been a 10-percent shareholder of the Company as
defined in section 871(h)(3) of the United States Internal Revenue Code of
1986, as amended (the Code), or any successor provision; or
(e) being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(ii) to any Holder that is not the sole beneficial owner of the Notes, or a
portion of the Notes, or that is a fiduciary, partnership or limited liability
company, but only to the extent that a beneficial owner with respect to the Holder,
a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or
member of the partnership or limited liability company would not have been entitled
to the payment of an additional amount had the beneficiary, settlor, beneficial
owner or member received directly its beneficial or distributive share of the
payment;
(iii) to any tax, assessment or other governmental charge that would not have
been imposed but for the failure of the Holder or any other person to comply with
certification, identification or information reporting requirements concerning the
nationality, residence, identity or connection with the United States of the Holder
or beneficial owner of the Notes, if compliance is required by statute, by
regulation of the United States or any taxing authority therein or by an applicable
income tax treaty to which the United States is a party as a precondition to
exemption from such tax, assessment or other governmental charge;
(iv) to any tax, assessment or other governmental charge that is imposed
otherwise than by withholding by the Company or an applicable withholding agent from
the payment;
(v) to any tax, assessment or other governmental charge that would not have
been imposed but for a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after the payment becomes
due or is duly provided for, whichever occurs later;
(vi) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital
gains or personal property tax or similar tax, assessment or other governmental
charge;
(vii) to any withholding or deduction that is imposed on a payment to an
individual and that is required to be made pursuant to any law implementing or
complying with, or introduced in order to conform to, any European Union Directive
on the taxation of savings;
(viii) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest on any
Note, if such payment can be made without such withholding by at least one other
paying agent;
(ix) to any tax, assessment or other governmental charge that would not have
been imposed but for the presentation by the Holder of any Note, where presentation
is required, for payment on a date more than 30 days after the date on which payment
became due and payable or the date on which payment thereof is duly provided for,
whichever occurs later;
(x) to any tax, assessment or other governmental charge imposed under Sections
1471 through 1474 of the Code (or any amended or successor provisions), any current
or future regulations or official interpretations thereof, any agreement entered
into pursuant to Section 1471(b) of the Code or any fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental agreement
entered into in connection with the implementation of such sections of the Code; or
(xii) in the case of any combination of items (i), (ii), (iii), (iv), (v),
(vi), (vii), (viii), (ix) and (x).
The Notes are subject in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable to the Notes. Except as specifically
provided above, no payment will be required for any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of or in any
government or political subdivision.
As used herein, the term United States means the United States of America, the states
of the United States, and the District of Columbia, and the term United States Person
means any individual who is a citizen or resident of the United States for United States
federal income tax purposes, a corporation, partnership or other entity created or organized
in or under the laws of the United States, any state of the United States or the District of
Columbia, or any estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
To the extent permitted by law, the Company will maintain a paying agent in a Member
State of the European Union (if any) that will not require withholding or deduction of tax
pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any
law implementing or complying with, or introduced in order to conform to, such European
Council Directive.
(6) Payment of principal of and premium (if any) and interest on each Note that is
represented by a Global Security will be made to the Depositary (as specified in paragraph
16 below) or its nominee, as the case may be, as the sole registered owner and the sole
Holder of the Notes represented thereby for all purposes under the Indenture.
Payment of principal of and premium (if any) and interest on each Note that is not
represented by a Global Security will be made upon presentation and surrender of such Note
at the office or agency maintained by the Company for that purpose in London. Registered
Holders that wish to receive payment in immediately available funds must provide appropriate
written wire transfer instructions sufficiently in advance of the payment date and present
the Note in time for the party making the payment to make payments in such funds in
accordance with its normal procedures. Any wire transfer instructions received by a party
making payments shall remain in effect until revoked by the registered Holder. Payment in
accordance with written wire transfer instructions from a registered Holder shall be deemed
to constitute full and complete payment of all amounts so paid. The Company may, at its
option, elect to make payments of interest other than at Maturity by check mailed to the
address of the registered Holder thereof as of the close of business on the relevant Regular
Record Date as such address appears in the Security Register.
The Place of Payment with respect to the Notes shall be London, England.
(7) If, as a result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated under the laws) of the United States (or any taxing authority in the
United States), or any change in, or amendment to, an official position regarding the
application or interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after January 11, 2016, the Company
becomes or, based upon a written opinion of independent counsel selected by the Company,
will become obligated to pay additional amounts as described in Paragraph 5 above with
respect to the Notes, then the Company may at any time at the Companys option redeem, in
whole, but not in part, the Notes on not less than 15 nor more than 45 days prior notice,
at a Redemption Price equal to 100% of their principal amount, together with accrued and
unpaid interest on the Notes to, but not including, the Redemption Date.
(8) If a Change of Control Triggering Event (as defined in the form of Note attached
hereto as Exhibit A) shall have occurred, Holders of the Notes may require the Company to
repurchase all or any part of the Notes in the manner provided and subject to the
limitations set forth in the form of Note attached hereto as Exhibit A.
(9) The Notes shall be issuable in denominations of 100,000 and integral multiples of
1,000 in excess thereof.
(11) All payments of interest and principal, including payments made upon any
redemption of the Notes, will be payable in such coin or currency of the member states of
the European Monetary Union that have adopted or that adopt the single currency in
accordance with the Treaty establishing the European Community, as amended by the Treaty on
European Union as at the time of payment shall be legal tender for the payment of public and
private debts. If such coin or currency (the euro) is unavailable due to the imposition
of exchange controls or other circumstances beyond the Companys control or if the euro is
no longer being used by the then member states of the European Monetary Union that have
adopted the euro as their currency or for the settlement of transactions by public
institutions of or within the international banking community, then all payments in respect
of the Notes will be made in United States dollars until the euro is again available to the
Company or so used. The amount payable on any date in euro will be converted into United
States dollars on the basis of the most recently available market exchange rate for euro.
Any payment in respect of the Notes so made in United States dollars will not constitute an
Event of Default under the Notes or the Indenture. The most recently available market
exchange rate will be the basis for determining the equivalent of the euro in the currency
of the United States of America for any purpose under the Indenture, including for purposes
of the definition of Outstanding in Section 101 of the Indenture. Neither the Trustee nor
the paying agent shall have any responsibility for any calculation or conversion in
connection with the foregoing.
(15) The Notes shall not be subject to defeasance or covenant defeasance, in whole or
any specified part, and will not be entitled to the benefit of Article 13 of the Indenture.
(16) The Notes shall be issuable in whole or in part in the form of one or more Global
Securities registered in the name of the Depositary or its nominee. The Depositary with
respect to such Global Securities shall be Elavon Financial Services Limited. The Global
Securities shall bear the legends set forth on the form of Note attached hereto as Exhibit
A. In lieu of the provisions set forth in clause (2) of the last paragraph of Section 305
of the Indenture, such Global Security may not be exchanged in whole or in part for
Securities registered, and no transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the Depositary for such Global
Security or a nominee thereof, unless (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security and the Company does
not appoint a successor Depositary within 90 days after receiving that notice or becoming
aware that the Depositary is no longer so registered or (ii) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so exchangeable.
So long as the Depositary or its nominee is the registered holder of any Global Security,
the Depositary or its nominee, as the case may be, will be considered the sole Holder of the
Notes represented by such Global Security for all purposes under the Notes and the
Indenture.
B. Establishment of Form of Securities Pursuant to Section 201 of the Indenture. In
accordance with Section 201 of the Indenture, the form attached hereto as Exhibit A is hereby
established as the form to represent the Notes.
C. Order for the Authentication and Delivery of Securities Pursuant to Section 303 of the
Indenture. Pursuant to Section 303 of the Indenture, you are hereby requested, as Trustee under
the Indenture, to authenticate, in the manner provided by the Indenture, 500,000,000 aggregate
principal amount of the Notes registered in the name of USB Nominees (UK) Limited, which Notes have
been heretofore duly executed by the proper officers of the Company and delivered to you as
provided in the Indenture, and to deliver said authenticated Notes to Elavon Financial Services
Limited against payment therefor on January 15, 2016.
D. Certification Pursuant to Section 102 of the Indenture. Each of the undersigned has read
the pertinent sections of the Indenture, including Sections 201, 301 and 303 thereof and the
definitions in the Indenture relating thereto, and certain other corporate documents and records.
In the opinion of each of the undersigned, the undersigned has made such examination or
investigation as is necessary to enable the undersigned to express an informed opinion as to
whether or not the conditions precedent to (i) the establishment of (a) a series of Securities and
(b) the form of such Securities and (ii) the issuance, authentication and delivery of such series
of Securities contained in the Indenture have been complied with. In the opinion of the
undersigned, all conditions precedent to (x) the establishment of the Notes and the form of the
Notes and (y) the issuance, authentication and delivery of the Notes have been complied with.
Insofar as this Officers Certificate and Authentication Order relates to legal matters, it is
based upon the Opinion of Counsel delivered by the Company to the Trustee contemporaneously
herewith.
IN WITNESS WHEREOF, the undersigned have hereunto signed our names on behalf of the Company.
Dated: January 15, 2016
GENERAL MILLS, INC.
By /s/ Donal L. Mulligan
Donal L. Mulligan
Its Executive Vice President, Chief Financial Officer
By /s/ Keith A. Woodward
Keith A. Woodward
Its Senior Vice President, Treasurer
CERTIFICATION
I, Chris A. Rauschl, an Assistant Secretary of the Company, do hereby certify that Donal L.
Mulligan is on the date hereof the duly elected or appointed Executive Vice President and Chief
Financial Officer of the Company and the signature set forth above is his own true signature, and
further certify that Keith A. Woodward is on the date hereof the duly elected or appointed Senior
Vice President and Treasurer of the Company and the signature set forth above is his own true
signature.
/s/ Chris A. Rauschl
Chris A. Rauschl
Assistant Secretary
EXHIBIT A
REGISTERED NO. PRINCIPAL AMOUNT:
GENERAL MILLS, INC.
FLOATING RATE NOTES DUE 2020
CUSIP NO. 370334 BY9 ISIN No. XS1346107433 Common Code No. 134610743
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK,
S.A./N.V. (EUROCLEAR) AND CLEARSTREAM BANKING, SOCIéTé ANONYME (CLEARSTREAM AND, TOGETHER WITH
EUROCLEAR, EUROCLEAR/CLEARSTREAM), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK)
LIMITED OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM
(AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, USB NOMINEES
(UK) LIMITED, HAS AN INTEREST HEREIN.
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
GENERAL MILLS, INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the Company, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to USB NOMINEES (UK) LIMITED,
or registered assigns, the principal sum of euros ( ) on January 15,
2020 (the Maturity Date), and to pay interest thereon from and including January 15, 2016 or the
most recent Interest Payment Date (as defined below) as to which interest has been paid or made
available for payment, quarterly in arrears on January 15, April 15, July 15 and October 15 in each
year (each an Interest Payment Date), commencing on April 15, 2016, at the rate per annum
determined in accordance with the provisions set forth on the reverse hereof, until the principal
hereof has been paid or duly made available for payment.
The interest so payable, and punctually paid or made available for payment, on any Interest
Payment Date will, as provided for in the Indenture, be paid to the Person in whose name this Note
(or one or more Predecessor Securities with respect hereto) is registered at the close of business
on the Regular Record Date for such Interest Payment Date, which shall be the 15th
calendar day (whether or not a Business Day, as hereinafter defined) immediately preceding such
Interest Payment Date or, if this Note is a Global Security, the close of business on the Business
Day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately
preceding such Interest Payment Date; except that interest due on the Maturity Date or Redemption
Date will be paid to the Person to whom the principal is paid. Any such interest not so punctually
paid or made available for payment will forthwith cease to be payable to the Person in whose name
this Note (or one or more Predecessor Securities with respect hereto) is registered at the close of
business on such Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.
As set forth herein, the Company will pay additional interest on this Note in certain
circumstances.
Payment of principal of and premium (if any) and interest on this Note will be made to USB
Nominees (UK) Limited or its nominee, as the case may be, as the sole registered owner and the sole
Holder of the Note represented hereby for all purposes under the Indenture.
The Place of Payment with respect to this Note shall be London, England.
All payments on this Note will be made in such coin or currency of the member states of the
European Monetary Union that have adopted or that adopt the single currency in accordance with the
Treaty establishing the European Community, as amended by the Treaty on European Union as at the
time of payment shall be legal tender for the payment of public and private debts. If such coin or
currency (the euro) is unavailable due to the imposition of exchange controls or other
circumstances beyond the Companys control or if the euro is no longer being used by the then
member states of the European Monetary Union that have adopted the euro as their currency or for
the settlement of transactions by public institutions of or within the international banking
community, then all payments in respect of this Note will be made in United States dollars until
the euro is again available to the Company or so used. The amount payable on any date in euro will
be converted into United States dollars on the basis of the most recently available market exchange
rate for euro. Any payment in respect of this Note so made in United States dollars will not
constitute an Event of Default under this Note or the Indenture. The most recently available
market exchange rate will be the basis for determining the equivalent of the euro in the currency
of the United States of America for any purpose under the Indenture, including for purposes of the
definition of Outstanding in Section 101 of the Indenture. Neither the Trustee nor the paying
agent shall have any responsibility for any calculation or conversion in connection with the
foregoing.
If any Interest Payment Date (other than the Maturity Date or any Redemption Date) is not a
Business Day, then such Interest Payment Date will be postponed to the next succeeding day which is
a Business Day and interest will accrue to but excluding such Interest Payment Date, except that if
such Business Day falls in the next succeeding calendar month, then the applicable Interest Payment
Date will be the immediately preceding Business Day. Notwithstanding the foregoing, if the
Maturity Date or any Redemption Date with respect to this Note falls on a day that is not a
Business Day, the payment of principal, premium, if any, and interest, if any, otherwise payable on
such date will be postponed to the next succeeding Business Day, and no interest on such payment
will accrue from and after the Maturity Date or the Redemption Date, as applicable.
Business Day means any day that is not a Saturday or Sunday and that is not a day on which
banking institutions are authorized or obligated by law or executive order to close in the City of
New York or London and on which the Trans-European Automated Real-time Gross Settlement Express
Transfer system (the TARGET2 System), or any successor thereto, operates.
Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall have the same effect as though fully set forth in this
place.
Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or
be valid or obligatory for any purpose.
1
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and has caused
a facsimile of its corporate seal to be affixed hereto or imprinted hereon.
Dated: January 15, 2016
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TRUSTEES CERTIFICATE OF AUTHENTICATION |
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GENERAL MILLS, INC. |
This is one of the Securities
of the series designated herein
referred to in the within-mentioned
Indenture.
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By:
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Keith A. Woodward
Its Senior Vice President, Treasurer |
U. S. BANK NATIONAL ASSOCIATION, as Trustee
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Attest: |
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By:
Authorized Officer
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Chris A. Rauschl
Its Assistant Secretary |
OR
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[SEAL] |
as Authenticating Agent for the Trustee
By:
Authorized Officer
2
[REVERSE OF NOTE]
GENERAL MILLS, INC.
FLOATING RATE NOTES DUE 2020
This Note is one of a duly authorized issue of securities of the Company (herein called the
Securities), issued and to be issued in one or more series under an Indenture, dated as of
February 1, 1996 (herein called the Indenture, which term shall have the meaning assigned to it
in such instrument), between the Company and U.S. Bank National Association (f.k.a. First Trust of
Illinois, National Association), as Trustee (herein called the Trustee, which term includes any
successor trustee under the Indenture), and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. By the
terms of the Indenture, additional Securities of other separate series, which may vary as to date,
amount, Stated Maturity, interest rate or method of calculating the interest rate and in other
respects as therein provided, may be issued in an unlimited principal amount. This Note is one of
a series of the Securities designated as Floating Rate Notes due 2020 (the Notes).
Subject to the exceptions and limitations set forth below, additional interest will be paid on
the Notes in such additional amounts as are necessary in order that the net payment of the
principal of and interest on the Notes to a Holder (or the beneficial owner for whose benefit such
Holder holds such Note) who is not a United States Person (as defined below), after withholding or
deduction for any present or future tax, assessment or other governmental charge imposed by the
United States or a taxing authority in the United States, will not be less than the amount provided
in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay
additional amounts shall not apply:
(i) to any tax, assessment or other governmental charge that is imposed by reason of the
Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a
fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an
estate, trust, partnership or corporation, or a person holding a power over an estate or
trust administered by a fiduciary Holder, being considered as:
(a) being or having been engaged in a trade or business in the United States or
having or having had a permanent establishment in the United States;
(b) having a current or former connection with the United States (other than a
connection arising solely as a result of the ownership of the Notes or the receipt
of any payment or the enforcement of any rights thereunder), including being or
having been a citizen or resident of the United States;
(c) being or having been a personal holding company, a passive foreign investment
company or a controlled foreign corporation for United States federal income tax
purposes or a corporation that has accumulated earnings to avoid United States
federal income tax;
(d) being or having been a 10-percent shareholder of the Company as defined in
section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended
(the Code), or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a
loan agreement entered into in the ordinary course of its trade or business;
(ii) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the
Notes, or that is a fiduciary, partnership or limited liability company, but only to the
extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with
respect to the fiduciary, or a beneficial owner or member of the partnership or limited
liability company would not have been entitled to the payment of an additional amount had
the beneficiary, settlor, beneficial owner or member received directly its beneficial or
distributive share of the payment;
(iii) to any tax, assessment or other governmental charge that would not have been imposed
but for the failure of the Holder or any other person to comply with certification,
identification or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the Holder or beneficial owner of the
Notes, if compliance is required by statute, by regulation of the United States or any
taxing authority therein or by an applicable income tax treaty to which the United States is
a party as a precondition to exemption from such tax, assessment or other governmental
charge;
(iv) to any tax, assessment or other governmental charge that is imposed otherwise than by
withholding by the Company or an applicable withholding agent from the payment;
(v) to any tax, assessment or other governmental charge that would not have been imposed but
for a change in law, regulation, or administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(vi) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or
personal property tax or similar tax, assessment or other governmental charge;
(vii) to any withholding or deduction that is imposed on a payment to an individual and that
is required to be made pursuant to any law implementing or complying with, or introduced in
order to conform to, any European Union Directive on the taxation of savings;
(viii) to any tax, assessment or other governmental charge required to be withheld by any
paying agent from any payment of principal of or interest on any Note, if such payment can
be made without such withholding by at least one other paying agent;
(ix) to any tax, assessment or other governmental charge that would not have been imposed
but for the presentation by the Holder of any Note, where presentation is required, for
payment on a date more than 30 days after the date on which payment became due and payable
or the date on which payment thereof is duly provided for, whichever occurs later;
(x) to any tax, assessment or other governmental charge imposed under Sections 1471 through
1474 of the Code (or any amended or successor provisions), any current or future regulations
or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)
of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such
sections of the Code; or
(xi) in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii),
(viii), (ix) and (x).
The Notes are subject in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable to the Notes. Except as specifically provided
above, no payment will be required for any tax, assessment or other governmental charge imposed by
any government or a political subdivision or taxing authority of or in any government or political
subdivision.
As used herein, the term United States means the United States of America, the states of the
United States, and the District of Columbia, and the term United States Person means any
individual who is a citizen or resident of the United States for United States federal income tax
purposes, a corporation, partnership or other entity created or organized in or under the laws of
the United States, any state of the United States or the District of Columbia, or any estate or
trust the income of which is subject to United States federal income taxation regardless of its
source.
To the extent permitted by law, the Company will maintain a paying agent in a Member State of
the European Union (if any) that will not require withholding or deduction of tax pursuant to
European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or
complying with, or introduced in order to conform to, such European Council Directive.
In case an Event of Default with respect to the Notes shall have occurred and be continuing,
the unpaid principal hereof may be declared, and upon such declaration shall become, due and
payable in the manner, with the effect and subject to the conditions provided in the Indenture.
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings
promulgated under the laws) of the United States (or any taxing authority in the United States), or
any change in, or amendment to, an official position regarding the application or interpretation of
such laws, regulations or rulings, which change or amendment is announced or becomes effective on
or after January 11, 2016, the Company becomes or, based upon a written opinion of independent
counsel selected by the Company, will become obligated to pay additional amounts as described above
with respect to the Notes, then the Company may at any time at the Companys option redeem, in
whole, but not in part, the Notes on not less than 15 nor more than 45 days prior notice, at a
Redemption Price equal to 100% of their principal amount, together with accrued and unpaid interest
on the Notes to, but not including, the Redemption Date.
Unless the Company defaults on the payment of the Redemption Price, on and after the
Redemption Date interest will cease to accrue on the principal amount of this Note to be redeemed.
The Interest Rate (as defined below) on this Note will be reset quarterly on January 15, April
15, July 15 and October 15, beginning on April 15, 2016 (each, an Interest Reset Date). However,
if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset
Date will be the next succeeding day that is a Business Day, except that if the next succeeding
Business Day falls in the next succeeding calendar month, the applicable Interest Reset Date will
be the immediately preceding Business Day.
The Initial Interest Period will be the period from and including January 15, 2016 to, but
excluding, the first Interest Reset Date. The Interest Rate in effect during the Initial Interest
Period will be equal to EURIBOR plus 73 basis points (0.73%), determined two TARGET System Days
prior to January 15, 2016. A TARGET System Day is any day in which the TARGET2 System, or any
successor thereto, is open for business and a day on which commercial banks are open for dealings
in euro deposits in the London interbank market. If this Note is in definitive form, the reference
to Business Day will also mean a day on which banking institutions generally are open for
business in the location of each office of a transfer agent, but only with respect to a payment or
other action to occur at that office.
After the Initial Interest Period, the Interest Periods will be the periods from, and
including, an Interest Reset Date to, but excluding, the immediately succeeding Interest Reset
Date, except that the final Interest Periods will be the period from, and including, the Interest
Reset Date immediately preceding the Maturity Date to, but excluding, the Maturity Date (each, an
Interest Period). The interest rate per annum for this Note in any Interest Period will be equal
to EURIBOR plus 73 basis points (0.73%) (the Interest Rate), as determined by the Calculation
Agent (as defined below). The Interest Rate in effect for the 15 calendar days prior to any
Redemption Date earlier than the Maturity Date will be the Interest Rate in effect on the 15th
calendar day immediately preceding such earlier Redemption Date.
The Interest Rate on this Note will be limited to the maximum rate permitted by New York law,
as the same may be modified by United States law of general application, and shall not be less than
0.00%.
EURIBOR, with respect to any Interest Determination Date (as defined below), will be the
offered rate for deposits of euros having a maturity of three months that appears on Reuters Page
EURIBOR 01 at approximately 11:00 a.m., Brussels time, on such Interest Determination Date. If on
an Interest Determination Date, such rate does not appear on the Reuters Page EURIBOR 01 as of
11:00 a.m., Brussels time, or if Reuters Page EURIBOR 01 is not available on such date, the
Calculation Agent will obtain such rate from Bloomberg L.P.s page BBAM. If no offered rate
appears on Reuters Page EURIBOR 01 or Bloomberg L.P.s page BBAM on an Interest Determination
Date, EURIBOR will be determined for such Interest Determination Date on the basis of the rates at
approximately 11:00 a.m., Brussels time, on such Interest Determination Date at which deposits in
euros are offered to prime banks in the euro-zone inter-bank market by the principal euro-zone
office of each of four major banks in such market selected and identified by the Company (the
Reference Banks), for a term of three months commencing on the applicable Interest Reset Date and
in a principal amount of not less than 1,000,000 that is representative for a single transaction
in euros in such market at such time. The Company will ensure the Calculation Agent is provided
with the complete contact details of the relevant personnel at each of the Reference Banks that it
will be required to contact in order to obtain the relevant Interest Rate. The Calculation Agent
will request the principal euro-zone office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, EURIBOR for the related Interest Period will
be the arithmetic mean (rounded upwards) of such quotations. If fewer than two such quotations are
provided, EURIBOR for such Interest Period will be the arithmetic mean (rounded upwards) of the
rates quoted at approximately 11:00 a.m., Brussels time, on such Interest Determination Date by
three major banks in the euro- zone, selected and identified by the Company, for loans in euros to
leading European banks, for a term of three months, commencing on the applicable Interest Reset
Date and in a principal amount of not less than 1,000,000 that is representative for a single
transaction in such market at such time; provided, however, that if the banks so selected are not
quoting as mentioned above, the then-existing EURIBOR rate will remain in effect for such Interest
Period, or, if none, the Interest Rate will be the Interest Rate applicable in the Initial Interest
Period.
All percentages resulting from any calculation of any Interest Rate for this Note will be
rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all euro amounts will be rounded to the nearest cent, with
one-half cent being rounded upward. The amount of interest payable in respect of this Note will
be calculated by applying the applicable Interest Rate for such Interest Period to the outstanding
principal amount of this Note, multiplying the product by the actual number of days in the related
Interest Period and dividing by 360. Each calculation of the Interest Rate on this Note by the
Calculation Agent will (in the absence of manifest error) be final and binding on the Company, the
Trustee and the Holders of this Note. Upon the request of any Holder of this Note, the Calculation
Agent will provide the Interest Rate then in effect and, if determined, the Interest Rate that will
become effective on the next Interest Reset Date.
The Calculation Agent shall be the agent appointed by the Company to calculate the Interest
Rate on the Notes and will initially be the Elavon Financial Services Limited. The Calculation
Agent will determine EURIBOR for each Interest Period on the second TARGET System Day prior to the
first day of such Interest Period (the Interest Determination Date).
If a Change of Control Triggering Event shall have occurred, the Holder of this Note may
require the Company to repurchase all or any part (equal to an integral multiple of 1,000) of this
Note at a purchase price equal to 101% of the principal amount of, plus accrued and unpaid
interest, if any, to the date of purchase on, the Note (or part thereof) to be purchased; provided
that the principal amount of this Note remaining outstanding after a repurchase in part shall be
100,000 or an integral multiple of 1,000 in excess thereof. Within 30 days after any Change of
Control Triggering Event, the Company shall mail or cause the Trustee to mail a notice describing
the transaction or transactions constituting the Change of Control Triggering Event and offering to
repurchase the Notes. Such repurchase must occur no earlier than 30 days and no later than 60 days
after the date such notice is mailed.
On the date specified for repurchase of the Notes, the Company shall, to the extent lawful:
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accept for payment all Notes or portions of Notes properly tendered pursuant to
the offer to repurchase the Notes; |
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deposit with the Paying Agent the required payment for all Notes or portions of
Notes properly tendered pursuant to the offer to repurchase the Notes; and |
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deliver to the Trustee the repurchased Notes, accompanied by an Officers
Certificate stating the aggregate principal amount of Notes repurchased pursuant to the
offer to repurchase the Notes. |
The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended, and any other securities laws and regulations applicable to the repurchase of
the Notes. To the extent that these securities laws and regulations conflict with the provisions
of this Note requiring repurchase of the Notes upon a Change of Control Triggering Event, the
Company shall comply with these securities laws and regulations instead of the repurchase
provisions of this Note, and the Company will not be considered to have breached its obligation to
repurchase the Notes. Additionally, if an Event of Default unrelated to the repurchase provisions
of this Note exists under the Indenture, including Events of Default arising with respect to other
issues of Securities, the Company shall not be required to repurchase the Notes, notwithstanding
the repurchase provisions of this Note.
The Company shall not be required to comply with obligations relating to repurchase of the
Notes upon a Change of Control Triggering Event if a third party satisfies such obligations.
Change of Control means the occurrence of any of the following: (a) the consummation of any
transaction (including, without limitation, any merger or consolidation) resulting in any person
(as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
(other than the Company or one of its subsidiaries) becoming the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of more than 50% of the Companys Voting Stock or other Voting Stock into which the
Companys Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting
power rather than number of shares; (b) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in a transaction or a series of related
transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken
as a whole, to one or more Persons (other than the Company or one of its subsidiaries); or (c) the
first day on which a majority of the members of the Board of Directors of the Company are not
Continuing Directors. Notwithstanding the foregoing, a transaction will not be considered to be a
Change of Control if (a) the Company becomes a direct or indirect wholly-owned subsidiary of a
holding company and (b)(y) immediately following such transaction, the direct or indirect holders
of the Voting Stock of the holding company are substantially the same as the holders of the
Companys Voting Stock immediately prior to such transaction or (z) immediately following such
transaction no Person is the beneficial owner, directly or indirectly, of more than 50% of the
Voting Stock of the holding company.
Change of Control Triggering Event means the occurrence of both a Change of Control and a
Rating Event.
Continuing Directors means, as of any date of determination, any member of the Companys
Board of Directors who (a) was a member of the Board of Directors on January 15, 2016 or (b) was
nominated for election, elected or appointed to the Board of Directors with the approval of a
majority of the Continuing Directors who were members of the Board of Directors at the time of such
nomination, election or appointment (either by a specific vote or by approval of a proxy statement
of the Company in which such member was named as a nominee for election as a director, without
objection to such nomination).
Fitch means Fitch Ratings.
Investment Grade Rating means a rating equal to or higher than BBB (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moodys and BBB (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by
the Company.
Moodys means Moodys Investors Service, Inc.
Rating Agencies means (a) each of Fitch, Moodys and S&P; and (b) if any of Fitch, Moodys
or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for
reasons outside of the Companys control, a nationally recognized statistical rating
organization (as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended)
selected by the Company as a replacement Rating Agency for a former Rating Agency.
Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the
Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within
the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under
publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the
earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a
Change of Control or the Companys intention to effect a Change of Control; provided that a Rating
Event will not be deemed to have occurred in respect of a particular Change of Control (and thus
will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering
Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm
or inform the Trustee in writing at the request of the Company that the reduction was the result,
in whole or in part, of any event or circumstance comprised of or arising as a result of, or in
respect of, the Change of Control (whether or not the applicable Change of Control has occurred at
the time of the Rating Event).
S&P means Standard & Poors Rating Services, a division of The McGraw-Hill Companies, Inc.
Voting Stock means, with respect to any specified person (as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) as of any date, the capital stock of
such person that is at the time entitled to vote generally in the election of the board of
directors of such person.
The Company may, without the consent of the Holders of the Notes, issue additional Securities
having the same ranking and the same interest rate, maturity and other terms as the Notes (except
for the issue price and issue date and, in some cases, the first interest payment date). Any
additional Securities having the same terms, together with these Notes, will constitute a single
series of Notes under the Indenture; provided that, if the additional Securities are not fungible
with these Notes for U.S. federal income tax purposes, the additional Securities will have
different ISIN and CUSIP numbers. No such additional Securities having the same ranking and the
same interest rate, maturity and other terms as the Notes (except for the issue price and issue
date and, in some cases, the first interest payment date) may be issued if an Event of Default has
occurred with respect to these Notes.
This Note is not subject to defeasance or covenant defeasance and shall not be entitled to the
benefit of Article 13 of the Indenture.
In lieu of the provisions set forth in clause (2) of the last paragraph of Section 305 of the
Indenture, this Global Security is exchangeable for definitive Notes only if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for this Global
Security and the Company does not appoint a successor Depositary within 90 days after receiving
that notice or becoming aware that the Depositary is no longer so registered or (ii) the Company
executes and delivers to the Trustee a Company Order that this Global Security shall be so
exchangeable. In such case, this Global Security shall be exchangeable into Notes issuable only in
denominations of 100,000 and integral multiples of 1,000 in excess thereof. No Notes shall be
issuable in denominations of less than 100,000. If this Global Security is exchangeable pursuant
to the preceding sentences, it shall be exchangeable for definitive Notes, bearing interest at the
same rate, having the same date of issuance, redemption provisions, Stated Maturity and other terms
in registered form and of differing denominations aggregating a like amount.
As provided in the Indenture and subject to the limitations herein and therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by the Holder hereof or the Holders attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate principal amount will
be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in denominations of 100,000
and integral multiples of 1,000 in excess thereof. No Notes will be issuable in denominations of
less than 100,000. As provided in the Indenture and subject to the limitations herein and therein
set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like
tenor in denominations of 100,000 and integral multiples of 1,000 in excess thereof, as requested
by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the places, at the respective times and at the rate
herein prescribed.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may deem and treat the Person in whose name this Note
is registered as the absolute owner of this Note at such holders address as it appears on the
Security Register (whether or not this Note shall be overdue) for the purpose of receiving payment
of or on account hereof and for all other purposes, and neither the Company nor the Trustee nor any
such agent shall be affected by any notice to the contrary. All payments made to or upon the order
of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and
discharge liability for moneys payable on this Note.
No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
in any indenture supplemental thereto or any Note, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such personal liability of every such incorporator, stockholder, officer and
director, as such, being expressly waived and released by acceptance hereof and as a condition of
and as part of the consideration for the issuance of this Note.
Capitalized terms used herein which are not defined herein shall have the respective meanings
assigned thereto in the Indenture.
The Indenture is, and this Note shall be, governed by and construed in accordance with the
laws of the State of New York.
3
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:
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TEN COM |
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as tenants in common |
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UNIF TRAN MIN ACT ______CUSTODIAN______ |
TEN ENT |
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as tenants by the entireties |
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(Cust) (Minor) |
JT TEN |
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as joint tenants with right |
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Under Uniform Transfers to Minors Act |
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of survivorship and not as |
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tenants in common |
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________________________________ |
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(State) |
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
Please insert Social Security or
Other identifying Number of Assignee
/ /
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute and appoint
attorney to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within instrument in every particular, without alteration or enlargement or any change
whatever.
4
Exhibit 5.1
[Dorsey & Whitney LLP Letterhead]
January 15, 2016
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General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426 |
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Re: Registration Statement on Form S-3 |
File No. 333-202215
Ladies and Gentlemen:
We have acted as special counsel to General Mills, Inc., a Delaware corporation (the
Company), in connection with the filing by the Company of a Prospectus Supplement dated January
11, 2016 to the Prospectus dated February 20, 2015 (together, the Prospectus) relating to the
offer and sale by the Company under the Registration Statement on Form S-3 (File No. 333-202215) of
500,000,000 aggregate principal amount of Floating Rate Notes due 2020 (the Notes). The Notes
are to be issued under the Indenture dated as of February 1, 1996, as amended (the Indenture),
between the Company and U.S. Bank National Association (formerly known as First Trust of Illinois,
National Association), as trustee (the Trustee), and sold pursuant to the Underwriting Agreement
dated January 11, 2016 (the Underwriting Agreement), among the Company, Merrill Lynch
International, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Barclays Bank
PLC, Société Générale and Standard Chartered Bank, as representatives of the several underwriters
named in Schedule II thereto.
We have examined such documents and reviewed such questions of law as we have considered
necessary and appropriate for the purposes of our opinions set forth below. In rendering our
opinions, we have assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all documents submitted
to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or instruments relevant hereto other
than the Company, that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such agreements or instruments
have been duly authorized by all requisite action (corporate or otherwise), executed and delivered
by such parties and that such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinion, we have relied upon
certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Notes, when duly executed by the
Company, authenticated by the Trustee in the manner provided for in the Indenture and delivered on
behalf of the Company against payment of the consideration therefor specified in the Underwriting
Agreement, will constitute binding obligations of the Company.
The opinions set forth above are subject to the following qualifications and exceptions:
(a) Our opinions stated above are subject to the effects of any applicable bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent transfer, statutes of
limitation or other similar laws and judicial decisions affecting or relating to the rights
of creditors generally.
(b) Our opinions stated above are subject to the effect of general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, estoppel, election of remedies and other similar doctrines affecting the
enforceability of agreements generally (regardless of whether enforcement is considered in a
proceeding in equity or at law); in addition, the availability of specific performance,
injunctive relief, the appointment of a receiver or other equitable remedies is subject to
the discretion of the tribunal before which any proceeding therefor may be brought.
(c) Our opinions stated above are subject to limitations regarding the availability of
indemnification and contribution where such indemnification or contribution may be limited by
applicable law or the application of principles of public policy.
(d) We express no opinion as to the enforceability of (i) provisions that relate to
choice of law, forum selection or submission to jurisdiction (including, without limitation,
any express or implied waiver of any objection to venue in any court or of any objection that
a court is an inconvenient forum) to the extent that the validity, binding effect or
enforceability of any such provision is to be determined by any court other than a state
court of the State of New York, (ii) waivers by the Company of any statutory or
constitutional rights or remedies, (iii) terms which excuse any person or entity from
liability for, or require the Company to indemnify such person or entity against, such
persons or entitys negligence or willful misconduct or (iv) obligations to pay any
prepayment premium, default interest rate, early termination fee or other form of liquidated
damages, if the payment of such premium, interest rate, fee or damages may be construed as
unreasonable in relation to actual damages or disproportionate to actual damages suffered as
a result of such prepayment, default or termination.
(e) We draw your attention to the fact that, under certain circumstances, the
enforceability of terms to the effect that provisions may not be waived or modified except in
writing may be limited.
The opinions expressed above are limited to the laws of the State of New York and the Delaware
General Corporation Law.
We hereby consent to your filing of this opinion as an exhibit to the Registration Statement
and to the reference to our firm under the caption Validity of the Notes contained in the
Prospectus.
Dated: January 15, 2016
Very truly yours,
/s/ Dorsey & Whitney LLP
GT/SK
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