General Mills, Inc. (NYSE:GIS) Files An 8-K Other Events

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General Mills, Inc. (NYSE:GIS) Files An 8-K Other Events
Item 8.01 Other Events.

On April3, 2018, General Mills, Inc. (the “Company”) agreed to sell $850,000,000 principal amount of its Floating Rate Notes due 2021, $400,000,000 principal amount of its Floating Rate Notes due 2023, $600,000,000 principal amount of its 3.200% Notes due 2021, $850,000,000 principal amount of its 3.700% Notes due 2023, $800,000,000 principal amount of its 4.000% Notes due 2025, $1,400,000,000 principal amount of its 4.200% Notes due 2028, $500,000,000 principal amount of its 4.550% Notes due 2038 and $650,000,000 principal amount of its 4.700% Notes due 2048 (collectively, the “Notes”), to the Underwriting Agreement, dated April3, 2018 (the “Underwriting Agreement”), among the Company and Goldman Sachs& Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated and Morgan Stanley& Co. LLC, as representatives of the several underwriters named in Schedule II thereto. The Notes will be issued to that certain Indenture, dated as of February1, 1996 (as amended, the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, and the Officers’ Certificates and Authentication Orders, dated April17, 2018 (collectively, the “Officers’ Certificates”), to Sections 201, 301 and 303 of the Indenture. The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, by Registration Statement on Form S-3 (No. 333-223919). The sale of the Notes is expected to close on April17, 2018.

The purpose of this Current Report is to file with the Securities and Exchange Commission the Underwriting Agreement, the Officers’ Certificates and the opinion of Cleary Gottlieb Steen& Hamilton LLP with respect to the validity of the Notes.

Item 8.01 Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement, dated April3, 2018, among the Company and Goldman Sachs& Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated and Morgan Stanley& Co. LLC, as representatives of the several underwriters named in Schedule II thereto.

4.1 Officers’ Certificate and Authentication Order, dated April17, 2018, for the Floating Rate Notes due 2021 (which includes the form of Note) issued to the Indenture.

4.2 Officers’ Certificate and Authentication Order, dated April17, 2018, for the Floating Rate Notes due 2023 (which includes the form of Note) issued to the Indenture.

4.3 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 3.200% Notes due 2021 (which includes the form of Note) issued to the Indenture.

4.4 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 3.700% Notes due 2023 (which includes the form of Note) issued to the Indenture.

4.5 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 4.000% Notes due 2025 (which includes the form of Note) issued to the Indenture.

4.6 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 4.200% Notes due 2028 (which includes the form of Note) issued to the Indenture.

4.7 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 4.550% Notes due 2038 (which includes the form of Note) issued to the Indenture.

4.8 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 4.700% Notes due 2048 (which includes the form of Note) issued to the Indenture.

5.1 Opinion of Cleary Gottlieb Steen& Hamilton LLP.

23.1 Consent of Cleary Gottlieb Steen& Hamilton LLP (included in Exhibit 5.1).

ExhibitIndex

ExhibitNo.

Description

1.1 Underwriting Agreement, dated April3, 2018, among the Company and Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto.
4.1 Officers’ Certificate and Authentication Order, dated April17, 2018, for the Floating Rate Notes due 2021 (which includes the form of Note) issued to the Indenture.
4.2 Officers’ Certificate and Authentication Order, dated April17, 2018, for the Floating Rate Notes due 2023 (which includes the form of Note) issued to the Indenture.
4.3 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 3.200% Notes due 2021 (which includes the form of Note) issued to the Indenture.
4.4 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 3.700% Notes due 2023 (which includes the form of Note) issued to the Indenture.
4.5 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 4.000% Notes due 2025 (which includes the form of Note) issued to the Indenture.
4.6 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 4.200% Notes due 2028 (which includes the form of Note) issued to the Indenture.
4.7 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 4.550% Notes due 2038 (which includes the form of Note) issued to the Indenture.
4.8 Officers’ Certificate and Authentication Order, dated April17, 2018, for the 4.700% Notes due 2048 (which includes the form of Note) issued to the Indenture.
5.1 Opinion of Cleary Gottlieb Steen& Hamilton LLP.
23.1 Consent of Cleary Gottlieb Steen& Hamilton LLP (included in Exhibit 5.1).


GENERAL MILLS INC Exhibit
EX-1.1 2 d558386dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 General Mills,…
To view the full exhibit click here

About General Mills, Inc. (NYSE:GIS)

General Mills, Inc. is a manufacturer and marketer of branded consumer foods sold through retail stores. The Company is a supplier of branded and unbranded food products to the North American foodservice and commercial baking industries. The Company has three segments: U.S. Retail, International, and Convenience Stores and Foodservice. Its products are marketed under various brands, which include Annie’s and Betty Crocker. The Company’s U.S. Retail segment reflects business with a range of grocery stores, mass merchandisers, membership stores, natural food chains, drug, dollar and discount chains, and e-commerce grocery providers operating throughout the United States. The International segment consists of retail and foodservice businesses outside of the United States. The Convenience Stores and Foodservice segment’s product categories include ready-to-eat cereals, snacks, refrigerated yogurt, frozen meals, unbaked and fully baked frozen dough products, and baking mixes.

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