General Mills, Inc. (NYSE: GIS) today announced that it has commenced tender offers to purchase for cash the debt securities issued by General Mills referred to below (collectively, the “Notes,” and each a “Series”), in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 5, 2026 (the “Offer to Purchase”).
|
Series of Notes |
CUSIP / ISIN |
Aggregate |
Sub Cap(2) |
Acceptance |
Maturity |
Reference Security |
Bloomberg |
Fixed |
|
3.000% Senior |
370334 CP7 / |
$605,238,000 |
N/A |
1 |
February 1, |
5.000% UST due |
FIT 1 |
+55 |
|
4.150% Senior |
370334 BP8 / |
$434,917,000 |
N/A |
2 |
February 15, |
5.125% UST due |
FIT 1 |
+70 |
|
4.700% Senior |
370334 CJ1 / |
$446,185,000 |
N/A |
3 |
April 17, |
5.125% UST due |
FIT 1 |
+75 |
|
2.250% Senior |
370334 CQ5 / |
$500,000,000 |
N/A |
4 |
October 14, |
5.000% UST due |
FIT 1 |
+40 |
|
4.550% Senior |
370334 CH5 / |
$282,447,000 |
$250,000,000 |
5 |
April 17, |
4.625% UST due |
FIT 1 |
+85 |
|
2.875% Senior |
370334 CL6 / |
$750,000,000 |
6 |
April 15, |
5.000% UST due |
FIT 1 |
+30 |
|
|
5.400% Senior |
370334 BJ2 / |
$382,536,000 |
7 |
June 15, |
4.625% UST due |
FIT 1 |
+100 |
| ____________________ | ||||
|
(1) |
No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above. |
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|
(2) |
The Sub Cap (as defined below) limits the aggregate Tender Consideration (as defined below) payable for the Notes of such Series purchased pursuant to the Tender Offers, collectively, to $250,000,000. |
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|
(3) |
Subject to the satisfaction or waiver by General Mills of the conditions of the Tender Offers described in the Offer to Purchase, General Mills will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level). |
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The Tender Offers consist of seven separate offers to purchase for cash, one for each Series of Notes set forth in the table above (each, a “Tender Offer” and, collectively, the “Tender Offers”) for aggregate Tender Consideration of up to $750,000,000 (the “Waterfall Cap”), excluding the Accrued Interest Payment (as defined below), subject to the proration and the application of the Acceptance Priority Levels set forth in the table above and as further set forth in the Offer to Purchase and the terms and conditions, including, among others, a cap of $250,000,000 (the “Sub Cap”) on the aggregate Tender Consideration payable for the 4.550% Senior Notes due 2038, 2.875% Senior Notes due 2030 and 5.400% Senior Notes due 2040 purchased pursuant to the Tender Offers. General Mills may, but is under no obligation to, increase or waive the Waterfall Cap or the Sub Cap. Additionally, General Mills may increase the amount of Notes accepted for payment in the Tender Offers by no more than 2% of the outstanding Notes of the applicable Series, as further described in the Acceptance Priority Procedures set forth in the Offer to Purchase, without amending or extending the Tender Offers. In the event proration is required with respect to a Series of Notes, General Mills will multiply the principal amount of each valid tender of such Series of Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of $1,000, in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Tender Offer. The Offer to Purchase and any related documents are referred to herein collectively as the “Tender Offer Documents.” Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
The “Tender Consideration” for each Series of Notes payable per each $1,000 principal amount of such Series of Notes validly tendered for purchase will be based on the applicable Fixed Spread for such Series of Notes, plus the Reference Yield based on the applicable Reference Security as quoted on the applicable Bloomberg Reference Page as of 3:00 p.m., New York City time, on October 9, 2026 (the “Price Determination Date”). Unless extended with respect to any Tender Offer, promptly after the Price Determination Date, General Mills will announce in a press release, among other things, the Tender Consideration applicable to each Series of Notes accepted for purchase. Holders must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Date (as defined below) to receive the Tender Consideration. The formula for determining the Tender Consideration is set forth on Annex A to the Offer to Purchase. See “The Tender Offers—Tender Consideration” of the Offer to Purchase.
In addition to the Tender Consideration, all Holders whose Notes are accepted for purchase pursuant to a Tender Offer will, on the Settlement Date, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding, the Settlement Date (the “Accrued Interest,” and the payment thereof, the “Accrued Interest Payment”).
The Tender Offers will expire at 5:00 p.m., New York City time, on October 9, 2026 (such time and date, as it may be extended, the “Expiration Date”), unless extended or earlier terminated by General Mills. The Notes tendered may be withdrawn at any time at or prior to the Expiration Date by following the procedures described in the Offer to Purchase.
The “Settlement Date” will be the second business day after the Expiration Date and is expected to be October 14, 2026.
General Mills’ obligation to accept for purchase and to pay for Notes of each Series validly tendered and not validly withdrawn pursuant to the Tender Offers is subject to the satisfaction or waiver, in General Mills’ discretion, of certain conditions, which are more fully described in the Offer to Purchase. If any condition is not satisfied, General Mills is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter any or all of the Tender Offers. Subject to applicable law, General Mills reserves the right to (i) waive any and all conditions to the Tender Offers, (ii) extend or terminate the Tender Offers, including the Expiration Date, or (iii) otherwise amend any of the Tender Offers. The Tender Offers are not contingent upon the tender of any aggregate minimum principal amount of Notes of any Series (subject to minimum denomination requirements as set forth in the Offer to Purchase), and none of the Tender Offers is conditioned on the consummation of any of the other Tender Offers by General Mills. The complete terms and conditions of the Tender Offers are set forth in the Tender Offer Documents. Holders of Notes are urged to read the Tender Offer Documents carefully.
Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning today. BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact BofA Securities at (980) 387-3907 (collect) or (888) 292-0070 (toll-free), or email debt_advisory@bofa.com, Citigroup at (212) 723-6106 (collect) or (800) 558-3745 (toll-free), or email ny.liabilitymanagement@citi.com, or Morgan Stanley at (212) 761-1057 (collect) or (800) 624-1808 (toll-free), or email LMNY@morganstanley.com. D.F. King & Co., Inc. is the tender and information agent for the Tender Offers and can be contacted at (212) 561-5775 (collect) or (888) 564-8149 (toll-free), or email GIS@dfking.com. The Offer to Purchase may be accessed at the following web address: www.dfking.com/GIS.
Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in, the Tender Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and The Depositary Trust Company for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
None of General Mills, the dealer managers, the tender and information agent, the trustees or any of their respective directors, officers, employees or affiliates makes any recommendation as to whether holders should tender Notes of a Series in response to the Tender Offers. Each holder must make his, her or its own decision as to whether to tender Notes and, if so, as to what principal amount of Notes to tender.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.
About General Mills
General Mills makes food the world loves. General Mills is guided by its Accelerate strategy to boldly build its brands, relentlessly innovate, unleash its scale and stand for good. Its portfolio of beloved brands includes household names like Cheerios, Nature Valley, Blue Buffalo, Häagen-Dazs, Old El Paso, Pillsbury, Betty Crocker, Totino’s, Annie’s, Wanchai Ferry and more. General Mills generated fiscal 2026 net sales of U.S. $18 billion. In addition, General Mills’ share of non-consolidated joint venture net sales totaled U.S. $1 billion.
Note on Forward-Looking Statements
This release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on General Mills’ current expectations and assumptions.
The words or phrases “will likely result,” “are expected to,” “may continue,” “is anticipated,” “estimate,” “plan,” “project,” or similar expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those currently anticipated or projected. General Mills cautions you not to place undue reliance on any such forward-looking statements.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, General Mills is identifying important factors that could affect its financial performance and could cause its actual results in future periods to differ materially from any current opinions or statements. General Mills future results could be affected by a variety of factors, such as: imposed and threatened tariffs by the United States and its trading partners; disruptions or inefficiencies in the supply chain; competitive dynamics in the consumer foods industry and the markets for General Mills’ products, including new product introductions, advertising activities, pricing actions, and promotional activities of its competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, tariffs, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in the legal and regulatory environment, including tax legislation, labeling and advertising regulations, and litigation; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of critical accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer demand for General Mills products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, energy, and transportation; effectiveness of restructuring, transformation, and cost saving initiatives; volatility in the market value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure or breach of General Mills’ information technology systems; foreign economic conditions, including currency rate fluctuations and tariffs; and political unrest in foreign markets and economic uncertainty due to terrorism or war. You should also consider the risk factors that we identify in Item 1A of Part I of General Mills’ Annual Report on Form 10-K for the fiscal year ended May 31, 2026, which could also affect General Mills’ future results. General Mills undertakes no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events.
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