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SMUCKER J M CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

August 7, 2014

Item 1.01 Entry into a Material Definitive Agreement.

On August 1, 2014, The J. M. Smucker Company (the "Company") entered into a commercial paper program (the "CP Program") pursuant to which the Company may issue short-term, unsecured commercial paper notes (the "Notes") pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Under the CP Program, the Company may issue Notes from time to time in an aggregate amount not to exceed $1.0 billion outstanding at any time. The Notes will have maturities of up to 270 days from date of issue, and will not be subject to voluntary prepayment by the Company or redemption prior to maturity. The Notes will rank at least pari passu with all of the Company's other unsecured and unsubordinated indebtedness. The net proceeds of issuances of the Notes are expected to be used for general corporate purposes. The Company plans to use its revolving credit facility as a liquidity backstop for its borrowings under the CP Program. No Notes are currently outstanding under the CP Program.

U.S. Bank National Association will act as issuing and paying agent under the CP Program. Each of the commercial paper dealers will act as a dealer under the CP Program (each, a "Dealer" and, collectively, the "Dealers") pursuant to the terms and conditions of a commercial paper dealer agreement entered into between the Company and each Dealer (each, a "Dealer Agreement"). Each Dealer Agreement contains customary representations, warranties, covenants and indemnification provisions.

From time to time, one or more of the Dealers and certain of their respective affiliates have provided, and may in the future provide, commercial banking, investment banking and other financial advisory services to the Company and its affiliates for which they have received or will receive customary fees and expenses.

The Notes will not be registered under the Securities Act or state securities laws, and may only be offered and sold in compliance with an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This announcement is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement.

The information related to the CP Program described under Item 1.01 above is hereby incorporated by reference under this Item 2.03.


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Source: Edgar Glimpses

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