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
Date of Report (Date of earliest event reported): January 27, 2021
General Mills, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-01185 | 41-0274440 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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Number One General Mills Boulevard Minneapolis, Minnesota | | 55426 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (763) 764-7600
Not Applicable
(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 (see General Instructions A.2. below):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $.10 par value | GIS | New York Stock Exchange |
1.000% Notes due 2023 | GIS23A | New York Stock Exchange |
0.450% Notes due 2026 | GIS26 | New York Stock Exchange |
1.500% Notes due 2027 | GIS27 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01Other Events.
On January 27, 2021 (the “Settlement Date”), General Mills, Inc. (the “Company”) completed the early settlement of its previously announced offer to exchange (the “Exchange Offer”) the four series of notes listed in the below table (collectively, the “Existing Notes”) for a combination of cash and newly issued 3.000% Notes due 2051 (the “New Notes”). On the Settlement Date, the aggregate principal amount of each series of Existing Notes set forth in the table below was accepted for exchange pursuant to the Exchange Offer and subsequently cancelled. Following such cancellation, the aggregate principal amount of each series of Existing Notes set forth below remains outstanding.
| | | | | |
Title of Security | | | Aggregate Principal Amount
Accepted | | Aggregate Principal Amount
Outstanding Following
Cancellation |
Existing Notes | | | | | |
4.550% Notes due 2038 | | | $215,298,000 | | $284,702,000 |
5.400% Notes due 2040 | | | $115,887,000 | | $384,113,000 |
4.150% Notes due 2043 | | | $64,823,000 | | $435,177,000 |
4.700% Notes due 2048 | | | $202,387,000 | | $447,613,000 |
In connection with the early settlement of the Exchange Offer, on the Settlement Date, the Company issued $599,709,000 aggregate principal amount of New Notes, in exchange for the Existing Notes accepted for exchange pursuant to the Exchange Offer. The New Notes were 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 27, 2021 (the “Officers’ Certificate”), pursuant to Sections 201, 301 and 303 of the Indenture.
In connection with the issuance of the New Notes, the Company entered into a Registration Rights Agreement, dated as of January 27, 2021 (the “Registration Rights Agreement”), with the dealer managers named therein, which provides holders of the New Notes with certain exchange and registration rights with respect to the New Notes.
The Exchange Offer is only being made, and the New Notes are only being offered and will only be issued, to holders of Existing Notes either (a) in the United States, that are “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) outside the United States, that are persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act.
The New Notes have not been registered under the Securities Act or any other applicable securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the applicable state securities laws. This Current Report is not an offer to sell or a solicitation of an offer to buy the New Notes.
The purpose of this Current Report is to file with the Securities and Exchange Commission the Officers’ Certificate and the Registration Rights Agreement.
Item 9.01Financial Statements and Exhibits.
SIGNATURE
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.
Date: January 27, 2021
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GENERAL MILLS, INC. |
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By: /s/ Kofi A. Bruce |
Name: Kofi A. Bruce |
Title: Chief Financial Officer |
