ORRVILLE, Ohio, July 9, 2015 /PRNewswire/ -- The J. M.
Smucker Company (NYSE: SJM) (the "Company") today announced that
Blue Holdings I, L.P. (the "Selling Shareholder") intends to offer
for sale in an underwritten secondary offering 4,921,934 shares of
the Company's common stock pursuant to the Company's shelf
registration statement filed with the Securities and Exchange
Commission (the "SEC"). The Company previously issued to the
Selling Shareholder 17,061,079 shares of common stock on
March 23, 2015 in connection with the
Company's acquisition of Big Heart Pet Brands. The shares to
be sold by the Selling Shareholder represent 100% of the ownership
interests attributable to affiliates of Centerview Capital
Management LLC and AlpInvest Partners US Holdings, LLC. The
Company is not selling any shares and will not receive any proceeds
from the proposed offering.
Morgan Stanley will act as the sole underwriter for the offering
and proposes to offer the shares of common stock from time to time
for sale in one or more transactions on the New York Stock
Exchange, in the over-the-counter market, through negotiated
transactions or otherwise at prevailing market prices, at prices
related to prevailing market prices or at negotiated prices.
The Company has filed a registration statement (File No.
333-197428) (including a prospectus and a prospectus supplement)
with the SEC for the offering to which this communication relates,
and the Company intends to file a further prospectus supplement
with respect to this offering. Before you invest, you should
read the prospectus and prospectus supplements in that registration
statement and other documents the Company has filed with the SEC
for more complete information about the Company and this offering.
You may obtain these documents for free by visiting EDGAR on
the SEC Web site at: www.sec.gov. Alternatively, copies of
the prospectus supplements and accompanying prospectus relating to
the offering, when available, may be obtained by writing or
telephoning us at:
The J. M. Smucker Company
Attention: Corporate Secretary
One Strawberry Lane
Orrville, Ohio 44667
(330) 684-3838
Morgan Stanley & Co. LLC will arrange to send you the
prospectus supplements and accompanying prospectus relating to the
offering if you request them by contacting Morgan Stanley & Co.
LLC, Attention: Prospectus Department, 180 Varick Street,
New York, NY 10014.
This press release will not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction. The proposed offering of these
shares of common stock is being made only by means of one or more
prospectus supplements and a related prospectus.
About The J. M. Smucker Company
For more than 115 years, The J. M. Smucker Company has been
committed to offering consumers quality products that bring
families together to share memorable meals and moments.
Today, Smucker is a leading marketer and manufacturer of consumer
food and beverage products and pet food and pet snacks in
North America with projected
annual net sales of approximately $8
billion. In consumer foods and beverages, its brands
include Smucker's®, Folgers®, Jif®, Dunkin' Donuts®, Crisco®,
Pillsbury®, R.W. Knudsen Family®, Hungry Jack®, Cafe Bustelo®,
Martha White®, truRoots®, Sahale Snacks® , Robin Hood®, and
Bick's®. In pet food and pet snacks, its brands include Meow
Mix®, Milk-Bone®, Kibbles 'n Bits®, Natural Balance®, and
9Lives®. The Company remains rooted in the Basic Beliefs of
Quality, People, Ethics, Growth, and Independence established by
its founder and namesake more than a century ago.
The J. M. Smucker Company is the owner of all trademarks
referenced herein, except for the following, which are used under
license: Pillsbury® is a trademark of The Pillsbury Company, LLC,
and Dunkin' Donuts® is a registered trademark of DD IP Holder
LLC.
Dunkin' Donuts® brand is licensed to The J. M. Smucker Company
for packaged coffee products sold in retail channels such as
grocery stores, mass merchandisers, club stores, and drug
stores. This information does not pertain to Dunkin' Donuts®
coffee or other products for sale in Dunkin' Donuts®
restaurants. Keurig® and K-Cup® are trademarks of Keurig
Green Mountain, Inc., used with permission.
Forward-Looking Statements Disclaimer
This press release contains forward-looking statements that are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from any future results,
performance, or achievements expressed or implied by those
forward-looking statements. Readers should understand that
the risks, uncertainties, factors, and assumptions listed and
discussed in this press release, including the following important
factors and assumptions, could affect the future results of the
Company and could cause actual results to differ materially from
those expressed in the forward-looking statements:
- the ability of the Company to successfully integrate acquired
and merged businesses in a timely and cost-effective manner and
retain key suppliers, customers, and employees;
- the ability of the Company to achieve synergies and cost
savings related to the Big Heart Pet Brands acquisition in the
amounts and within the time frames currently anticipated;
- the ability of the Company to generate sufficient cash flow to
meet its deleveraging objectives within the time frames currently
anticipated;
- a change in outlook or downgrade in the Company's public credit
ratings by a rating agency below investment grade;
- volatility of commodity markets from which raw materials,
particularly green coffee beans, peanuts, soybean oil, wheat, milk,
corn, sugar, poultry meal, and soybean meal, are procured and the
related impact on costs;
- risks associated with derivative and purchasing strategies
employed by the Company to manage commodity pricing risks,
including the risk that such strategies could result in significant
losses and adversely impact the Company's liquidity;
- the ability to successfully implement and realize the full
benefit of price changes that are intended to ultimately fully
recover cost, including the competitive, retailer, and consumer
response, and the impact of the timing of the price changes to
profits and cash flow in a particular period;
- the impact of accidents, extreme weather, and natural
disasters, including crop failures and storm damage;
- the concentration of certain of the Company's businesses with
key customers and suppliers, including single-source suppliers of
certain raw materials, such as packaging for its
Folgers® coffee products, and finished goods,
such as K-Cup® pods, and the ability to manage
and maintain key relationships;
- the loss of significant customers, a substantial reduction in
orders from these customers, or the bankruptcy of any such
customer;
- political or economic disruption;
- other factors affecting share prices and capital markets
generally; and
- risks related to other factors described under "Risk Factors"
in other reports and statements filed by the Company with the SEC,
including its most recent Annual Report on Form 10-K.
Readers are cautioned not to unduly rely on such forward-looking
statements, which speak only as of the date made, when evaluating
the information presented in this press release. The Company
does not undertake any obligation to update or revise these
forward-looking statements to reflect new events or
circumstances.
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SOURCE The J. M. Smucker Company