News Release
Campbell Soup Company Announces Upsize and Early Tender Results of its Debt Tender Offers
Subject to the Maximum Tender Amount, the amounts of each series of Securities to be purchased is determined in accordance with the acceptance priority levels specified in the table below and on the cover page of the Offer to Purchase dated
As reported by
The following table sets certain terms of the Offers:
Title of Security |
CUSIP
|
Principal
|
Series
|
Principal
|
Principal
|
Approximate
|
Acceptance Priority Level |
Reference
|
Bloomberg
|
Fixed
|
Early
|
||
3.30% Senior Notes due 2021 |
134429 BD0 |
$650,000,000 |
$328,644,000 |
$328,644,000 |
$328,644,000 |
100.0% |
1 |
2.375% U.S.T. due 03/15/21 |
FIT4 |
25 |
$30.00 |
||
3.80% Senior Notes due 2042 |
134429 AZ2 |
$400,000,000 |
N/A |
$237,312,000 |
$237,312,000 |
100.0% |
2 |
2.250% U.S.T. due 08/15/49 |
FIT1 |
130 |
$30.00 |
||
3.65% Senior Notes due 2023 |
134429 BE8 |
$1,200,000,000 |
$633,846,000 |
$889,457,000 |
$633,846,000 |
71.4% |
3 |
1.625% U.S.T. due 12/15/22 |
FIT1 |
40 |
$30.00 |
||
3.95% Senior Notes due 2025 |
134429 BF5 |
$850,000,000 |
$300,000,000 |
$600,728,000 |
$0 |
0.0% |
4 |
1.750% U.S.T. due 12/31/24 |
FIT1 |
65 |
$30.00 |
||
3.30% Senior Notes due 2025 |
134429 BA6 |
$300,000,000 |
N/A |
$136,810,000 |
$0 |
0.0% |
5 |
1.750% U.S.T. due 12/31/24 |
FIT1 |
80 |
$30.00 |
||
4.15% Senior Notes due 2028 |
134429 BG3 |
$1,000,000,000 |
$50,000,000 |
$500,127,000 |
$0 |
0.0% |
6 |
1.750% U.S.T. due 11/15/29 |
FIT1 |
95 |
$30.00 |
||
(1) |
The applicable page on Bloomberg from which the Dealer Managers will quote the bid-side prices of the applicable Reference U.S. Treasury Security. |
||||||||||||
(2) |
Inclusive of the Early Tender Premium. |
||||||||||||
The Offers are being made upon and are subject to the terms and conditions set forth in the Offer to Purchase, as amended by this press release. Because the aggregate principal amount of validly tendered and not validly withdrawn Securities exceeded the Maximum Tender Amount, the Securities will be purchased subject to Acceptance Priority Levels and proration as described in the Offer to Purchase and this press release.
Although the Offers are scheduled to expire at
The consideration to be paid in the Offers of each series validly tendered will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the applicable U.S. Treasury Security specified in the table above and in the Offer to Purchase (the “Total Consideration”). Holders of Securities that were validly tendered and not withdrawn on or prior to the Early Tender Date and that are accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of
Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the settlement date for such Securities accepted for purchase. Interest will cease to accrue on the settlement date for all Securities accepted, and no additional interest will be paid to holders who tender such Securities, including if a record date for an interest payment on such Securities has passed before the settlement date. The settlement date for Securities that were validly tendered on or prior to the Early Tender Date and are accepted for payment is expected to be
The Company’s obligation to accept for payment and to pay for the Securities validly tendered in the Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Offers; (ii) extend, terminate or withdraw the Offers; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate any of the Series Tender Caps; or (iv) otherwise amend any of the Offers in any respect.
None of the Company, its board of directors, the Dealer Managers, the Information Agent and Tender Agent, or the trustee with respect to the Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Offers. This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offers are being made only pursuant to the Offer to Purchase, as amended by this press release, and only in such jurisdictions as is permitted under applicable law.
About
Campbell (NYSE:CPB) is driven and inspired by our Purpose, “Real food that matters for life's moments.” For generations, people have trusted Campbell to provide authentic, flavorful and affordable snacks, soups and simple meals, and beverages. Founded in 1869, Campbell has a heritage of giving back and acting as a good steward of the planet's natural resources. The company is a member of the Standard and Poor's 500 and the FTSE4Good Index.
Forward-Looking Statements
This release contains “forward-looking statements” that reflect the Company’s current expectations as to its ability to consummate the Offers, including the timing, size, pricing or other terms of the Offers. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and which are subject to risks and uncertainties. The factors that could cause the Company’s actual results to vary materially from those anticipated or expressed in any forward-looking statement are described in the Company’s most recent Form 10-K and subsequent
View source version on businesswire.com: https://www.businesswire.com/news/home/20200123005413/en/
Source:
INVESTORS:
Ken Gosnell
(856) 342-6081
ken_gosnell@campbells.com
MEDIA:
Thomas Hushen
(856) 342-5227
thomas_hushen@campbells.com