Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-202215
€500,000,000
General Mills, Inc.
1.000% Notes due 2023
Pricing Term Sheet
April 20, 2015
| Issuer: | General Mills, Inc. | |
| Issuer Ratings*: | A3/BBB+/BBB+ (Moody’s/S&P/Fitch) | |
| Principal Amount: | €500,000,000 | |
| Offering Format: | SEC Registered | |
| Listing: | General Mills intends to apply to list the notes on the New York Stock Exchange | |
| Maturity: | April 27, 2023 | |
| Coupon: | 1.000% | |
| Price to Public: | 99.755% | |
| Yield to maturity: | 1.032% | |
| Spread to Mid Swaps: | +68 basis points | |
| Mid Swaps Yield: | 0.352% | |
| Benchmark Bund: | DBR 1.500% due February 15, 2023 | |
| Benchmark Bund Yield / Price: | 112.18% / -0.054% | |
| Spread to Benchmark Bund: | +108.6 basis points | |
| Interest Payment Date: | April 27, commencing on April 27, 2016 | |
| Day Count Convention: | ACTUAL/ACTUAL (ICMA) | |
| Redemption Provisions: | ||
| Make-whole call: |
Prior to January 27, 2023, make-whole call at Bund plus 20 basis points plus accrued and unpaid interest to the redemption date | |
| Par call: |
On or after January 27, 2023, at par plus accrued and unpaid interest to the redemption date | |
| Change of Control Offer to Purchase: | If a change of control triggering event occurs, unless General Mills has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. | |
| Trade Date: | April 20, 2015 | |
| Settlement Date: | T+5; April 27, 2015 | |
| Denominations: | €100,000 and higher multiples of €1,000 | |
| CUSIP/ISIN: | 370334 BW3 / XS1223830677 | |
| Joint Book-Running Managers: | Deutsche Bank AG, London Branch Goldman, Sachs & Co. Morgan Stanley & Co. International plc | |
| Senior Co-Managers: | BNP Paribas Citigroup Global Markets Limited J.P. Morgan Securities plc | |
| Co-Managers: | Banco Santander, S.A. HSBC Bank plc Mitsubishi UFJ Securities International plc | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank AG, London Branch toll-free at 1-800-503-4611, Goldman, Sachs & Co. toll-free at 1-866-471-2526 or Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649.
This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Mills, Inc. on April 20, 2015 relating to its Prospectus dated February 20, 2015.
Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-202215
€400,000,000
General Mills, Inc.
1.500% Notes due 2027
Pricing Term Sheet
April 20, 2015
| Issuer: | General Mills, Inc. | |
| Issuer Ratings*: | A3/BBB+/BBB+ (Moody’s/S&P/Fitch) | |
| Principal Amount: | €400,000,000 | |
| Offering Format: | SEC Registered | |
| Listing: | General Mills intends to apply to list the notes on the New York Stock Exchange | |
| Maturity: | April 27, 2027 | |
| Coupon: | 1.500% | |
| Price to Public: | 99.924% | |
| Yield to maturity: | 1.507% | |
| Mid Swaps Yield: | 0.527% | |
| Spread to Mid Swaps: | +98 basis points | |
| Benchmark Bund: | DBR 0.500% due February 15, 2025 | |
| Benchmark Bund Yield / Price: | 104.16% / 0.075% | |
| Spread to Benchmark Bund: | +143.2 basis points | |
| Interest Payment Date: | April 27, commencing on April 27, 2016 | |
| Day Count Convention: | ACTUAL/ACTUAL (ICMA) | |
| Redemption Provisions: | ||
| Make-whole call: |
Prior to January 27, 2027, make-whole call at Bund plus 25 basis points plus accrued and unpaid interest to the redemption date | |
| Par call: |
On or after January 27, 2027, at par plus accrued and unpaid interest to the redemption date | |
| Change of Control Offer to Purchase: | If a change of control triggering event occurs, unless General Mills has exercised its right to redeem the notes, it will be required to make an offer to purchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. | |
| Trade Date: | April 20, 2015 | |
| Settlement Date: | T+5; April 27, 2015 | |
| Denominations: | €100,000 and higher multiples of €1,000 | |
| CUSIP/ISIN: | 370334 BX1 / XS1223837250 | |
| Joint Book-Running Managers: | Deutsche Bank AG, London Branch Goldman, Sachs & Co. Morgan Stanley & Co. International plc | |
| Senior Co-Managers: | BNP Paribas Citigroup Global Markets Limited J.P. Morgan Securities LLC | |
| Co-Managers: | Banco Santander, S.A. HSBC Bank plc Mitsubishi UFJ Securities International plc | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank AG, London Branch toll-free at 1-800-503-4611, Goldman, Sachs & Co. toll-free at 1-866-471-2526 or Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649.
This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Mills, Inc. on April 20, 2015 relating to its Prospectus dated February 20, 2015.