GIS » Topics » GENERAL MILLS ANNOUNCES TENDER OFFER FOR UP TO $500 MILLION OF ITS 6% NOTES DUE 2012
This excerpt taken from the GIS 8-K filed Mar 25, 2005.
GENERAL MILLS ANNOUNCES TENDER OFFER FOR UP TO $500 MILLION
OF ITS 6% NOTES DUE 2012
General Mills, Inc. (NYSE: GIS) announced today that it has commenced a cash tender offer for up to $500 million aggregate
principal amount of its outstanding 6% notes due 2012 (CUSIP No. 370334AS3). The terms and conditions of the tender offer are
described in an offer to purchase dated March 23, 2005 and the accompanying letter of transmittal.
The total consideration
payable for notes validly tendered and accepted for payment will be determined by reference to a fixed spread of 29 basis points
over the bid side yield (as quoted on the Bloomberg Government Pricing Monitor on page PX1 on the price determination date at 2:00
p.m. New York City time) of the 4% U.S. Treasury Note due February 15, 2015, calculated to the maturity date of the notes, as more
fully described in the offer to purchase. The price determination date is expected to be April 6, 2005. The total consideration
includes an early tender premium of $7.50 per $1,000 principal amount of notes (the Early Tender Premium) payable only
to holders of notes that validly tender and do not validly withdraw such
notes before 5:00 p.m. New York City time on April 5, 2005 (the "Early Tender
Date"). Holders may not withdraw tendered notes after the Early Tender Date.
The tender offer will expire
at midnight New York City time on April 20, 2005 (the Expiration Date), unless extended or earlier terminated. Upon
consummation of the tender offer, holders that validly tender and do not validly withdraw their notes and whose notes are accepted
for payment will receive accrued and unpaid interest from the last interest date before the tender offer up to, but not including,
the settlement date. The settlement date is expected to be the first business day following the Expiration Date.
The tender offer is not
contingent upon the tender of a minimum principal amount of notes, but if the aggregate principal amount of notes validly tendered
and not validly withdrawn exceeds $500 million, General Mills will accept notes for purchase on a pro rata basis based on the
principal amount of notes tendered. Subject to and in accordance with applicable law, General Mills reserves the right to extend,
amend or terminate the tender offer.
General Mills is making the
tender offer as part of its ongoing plan to reduce outstanding debt levels. On February 28, 2005 General Mills completed the
termination of its European snack food joint venture with PepsiCo, Inc. General Mills received net proceeds of approximately $710
million from that disposition, and plans to use a portion of those proceeds to finance the purchase of the notes pursuant to the
General Mills has retained
Barclays Capital to serve as the dealer manager for the tender offer, Georgeson Shareholder Securities Corporation to serve as the
information agent, U.S. Bank to act as the depositary and Dexia Banque Internationale to act as Luxembourg tender agent in
connection with the tender offer.
Questions regarding the
tender offer may be directed to: Barclays Capital at (866) 307-8991 (toll free) or (212) 412-4072.
Copies of the offer to
purchase and related documents may be obtained at no charge by contacting the information agent by telephone at (800) 676-0098 or
(212) 440-9800. These documents contain important information, and holders should read them carefully before making any decision
with respect to the tender offer.
This announcement is not an
offer to purchase or a solicitation of an offer to sell any securities. That offer is being made solely by means of the offer to
purchase. In those jurisdictions where the securities, blue sky or other laws require the tender offer to be made by a licensed
broker or dealer, the tender offer is to be deemed made on behalf of General Mills by the dealer manager or one or more registered
brokers or dealers licensed under the laws of that jurisdiction.