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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 9, 2020, The J. M. Smucker Company (the “Company”) closed its offering of $500.0 million aggregate principal amount of 2.375% Notes due 2030 (the “2030 Notes”) and $300.0 million aggregate principal amount of 3.550% Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule 1 annexed thereto (collectively, the “Underwriters”).
In connection with the closing, on March 9, 2020, the Company issued and sold to the Underwriters the Notes pursuant to the Underwriting Agreement.
The Notes are governed by the Indenture, dated as of March 20, 2015 (the “Base Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of March 9, 2020, by and between the Company and the Trustee (the “Third Supplemental Indenture”). The Base Indenture and the Third Supplemental Indenture are referred to herein collectively as the “Indenture.”
Interest on the 2030 Notes will accrue from March 9, 2020 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning September 15, 2020, at a rate of 2.375% per year. The 2030 Notes mature on March 15, 2030.
Interest on the 2050 Notes will accrue from March 9, 2020 and will be payable semiannually in arrears on March 15 and September 15 of each year, beginning September 15, 2020, at a rate of 3.550% per year. The 2050 Notes mature on March 15, 2050.
The Indenture contains certain restrictions, including a limitation that restricts the Company’s ability, and the ability of certain of its subsidiaries, to incur certain debt for borrowed money secured by liens and to engage in certain sale and leaseback transactions. The Indenture also restricts the ability of the Company, and the ability of certain of its subsidiaries, to sell all or substantially all of their assets or merge or consolidate with or into other companies, and requires the Company to offer to repurchase the Notes upon certain change of control events.
The foregoing description of the material terms of the Third Supplemental Indenture is qualified in its entirety by reference to the Third Supplemental Indenture which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.