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Pre-Civil War-era desk belonging to Hamilton McMillan gifted to UNCPORRVILLE, Ohio , Dec. 3, 2024 /PRNewswire/ -- The J. M. Smucker Company (the "Company") SJM today announced that it has commenced cash tender offers (each, an "Offer" and collectively, the "Offers") for the maximum principal amount of validly tendered (and not validly withdrawn) notes set forth below (collectively, the "Notes"), such that the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes will not exceed $300 million . The Offers are being made pursuant to an Offer to Purchase, dated December 3, 2024 (the "Offer to Purchase"), which sets forth a description of the terms of the Offers. A summary of the Offers to purchase the Notes is outlined below: Acceptance Priority Level (1) Title of Security CUSIP Number Outstanding Principal Amount Reference U.S. Treasury Security (2) Bloomberg Reference Page Fixed Spread (bps) Early Tender Premium (3) 1 2.750% Senior Notes due 2041 832696AV0 $300,000,000 4.625% UST due 11/15/2044 FIT 1 +85 $30 2 3.550% Senior Notes due 2050 832696AT5 $300,000,000 4.250% UST due 8/15/2054 FIT 1 +95 $30 3 2.125% Senior Notes due 2032 832696AU2 $500,000,000 4.250% UST due 11/15/2034 FIT 1 +50 $30 4 4.375% Senior Notes due 2045 832696AP3 $600,000,000 4.625% UST due 11/15/2044 FIT 1 +85 $30 5 5.900% Senior Notes due 2028 * 832696AW8 $750,000,000 4.125% UST due 11/30/2029 FIT 1 +30 $30 (1) The Company is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn) Notes in the Offer for which the aggregate purchase price, not including accrued and unpaid interest, does not exceed $300 million using a "waterfall" methodology under which the Company will accept the Notes in order of their respective Acceptance Priority Levels (as defined below). (2) The Total Consideration (as defined below) for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable fixed spread as described in the Offer to Purchase. The Early Tender Premium (as defined below) of $30 per $1,000 principal amount is included in the Total Consideration for each series of Notes set forth above and does not constitute an additional or increased payment. Holders of Notes will also receive accrued and unpaid interest on Notes accepted for purchase up to, but excluding, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable. (3) Per $1,000 principal amount. * Denotes a series of Notes for which the calculation of the applicable Total Consideration may be performed, subject to market practice, using the present value of such Notes as determined at the Price Determination Time (as defined in the Offer to Purchase) as if the principal amount of Notes had been due on the applicable Par Call Date (as defined in the Offer to Purchase) of such series rather than the maturity date. Each Offer is scheduled to expire at 5:00 p.m. , New York City time, on January 2, 2025 , unless extended or earlier terminated by the Company (such date and time, as the same may be extended or earlier terminated with respect to each Offer, the "Expiration Time"). To receive the Total Consideration, holders of the Notes must validly tender and not validly withdraw Notes at or prior to 5:00 p.m. , New York City time, on December 16, 2024 , unless such deadline is extended with respect to the applicable Offer(s) (such date and time, as the same may be extended with respect to each Offer, the "Early Tender Time"), to be eligible to receive the Total Consideration. Tenders of Notes may not be validly withdrawn after 5:00 p.m. , New York City time, on December 16, 2024 (the "Withdrawal Deadline"), unless extended by the Company with respect to the applicable Offer. After such time, Notes validly tendered may not be validly withdrawn unless such deadline is extended with respect to the applicable Offer, except in certain limited circumstances where additional withdrawal rights are required by law. Payments for Notes validly tendered (and not validly withdrawn) and accepted for purchase at or prior to the Early Tender Time are expected to settle on December 19, 2024 (the "Early Settlement Date"). The consideration paid in each of the Offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the "Reference Treasury Security") specified in the table above and on the cover page of the Offer to Purchase in the column entitled "Reference U.S. Treasury Security." Holders who validly tender and do not validly withdraw Notes at or prior to the Early Tender Time that are accepted for purchase will be eligible to receive the "Total Consideration," which includes an early tender premium of $30 per $1,000 principal amount of Notes accepted for purchase (the "Early Tender Premium"). The Early Tender Premium is included in the Total Consideration for each series of Notes and does not constitute an additional or increased payment. Holders who validly tender Notes after the Early Tender Time but at or prior to the Expiration Time and whose Notes are accepted for purchase will be entitled to receive the Total Consideration minus the Early Tender Premium. In addition, in each case, holders whose Notes are accepted for purchase will receive accrued and unpaid interest on their Notes up to, but excluding, the applicable settlement date, payable on the settlement date. The Company will accept for purchase for cash the maximum principal amount of validly tendered (and not validly withdrawn) Notes for which the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes does not exceed $300 million (the "Offer Cap"). Subject to the satisfaction or waiver of the conditions of the Offers, Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time will be accepted based on the acceptance priority levels noted in the table above (the "Acceptance Priority Levels"). All Notes tendered prior to or at the Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Levels of the Notes tendered after the Early Tender Time. Subject to applicable law, the Company may increase, decrease or waive the Offer Cap, as provided in the Offer to Purchase. Subject to the satisfaction or waiver of the conditions of the Offers, the "Acceptance Priority Procedures" will operate as follows: (1) at the Early Settlement Date, the Company will accept for purchase all Notes of each Series validly tendered at or before the Early Tender Time and not validly withdrawn at or before the Withdrawal Deadline, starting with the 2.750% Senior Notes due 2041 (which have an Acceptance Priority Level of 1), followed by the 3.550% Senior Notes due 2050 (which have an Acceptance Priority Level of 2), followed by the 2.125% Senior Notes due 2032 (which have an Acceptance Priority Level of 3), followed by the 4.375% Senior Notes due 2045 (which have an Acceptance Priority Level of 4), followed by the 5.900% Senior Notes due 2028 (which have an Acceptance Priority Level of 5), subject to the Offer Cap; and (2) on January 6, 2025 (the "Final Settlement Date"), to the extent the Company has not already accepted Notes with an aggregate purchase price payable in respect of such Notes equal to the Offer Cap, it will accept for purchase validly tendered and not validly withdrawn Notes of each Series not previously purchased on the Early Settlement Date starting with the 2.750% Senior Notes due 2041, followed by the 3.550% Senior Notes due 2050, followed by the 2.125% Senior Notes due 2032, followed by the 4.375% Senior Notes due 2045, followed by the 5.900% Senior Notes due 2028 in accordance with their respective Acceptance Priority Levels, subject to the Offer Cap. None of the Offers is conditioned on any of the other Offers or upon any minimum principal amount of Notes of any series being tendered. The Company's obligation to purchase, and to pay for, any Notes validly tendered pursuant to the Offers is subject to and conditioned upon the satisfaction of, or the Company's waiver of, the conditions described in the Offer to Purchase. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Offers are being made solely pursuant to the terms and conditions set forth in the Offer to Purchase. Goldman Sachs & Co. LLC and J.P Morgan Securities LLC are serving as Dealer Managers for the Offers (each, a "Dealer Manager" and together, the "Dealer Managers"). Questions regarding the Offers may be directed to Goldman Sachs at (800) 828-3182 (toll free) or (212) 357-1452 (collect) or to J.P Morgan at (866) 834-4666 (toll free) or (212) 834-3554 (collect). Requests for the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and Information Agent for the Offers, at SJM@dfking.com or the following telephone numbers: banks and brokers at (212) 269-5550; all others toll free at (866) 620-2535. The J. M. Smucker Company Forward-Looking Statements This press release ("Release") includes certain forward-looking statements within the meaning of federal securities laws. The forward-looking statements may include statements concerning our current expectations, estimates, assumptions and beliefs concerning future events, conditions, plans and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as "expect," "anticipate," "believe," "intend," "will," "plan," "strive" and similar phrases. Federal securities laws provide a safe harbor for forward-looking statements to encourage companies to provide prospective information. We are providing this cautionary statement in connection with the safe harbor provisions. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Release, as such statements are by nature subject to risks, uncertainties and other factors, many of which are outside of our control and could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include, but are not limited to, the following: our ability to successfully integrate Hostess Brands' operations and employees and to implement plans and achieve financial forecasts with respect to the Hostess Brands' business; our ability to realize the anticipated benefits, including synergies and cost savings, related to the Hostess Brands acquisition, including the possibility that the expected benefits will not be realized or will not be realized within the expected time period; disruption from the acquisition of Hostess Brands by diverting the attention of our management and making it more difficult to maintain business and operational relationships; the negative effects of the acquisition of Hostess Brands on the market price of our common shares; the amount of the costs, fees, expenses, and charges and the risk of litigation related to the acquisition of Hostess Brands; the effect of the acquisition of Hostess Brands on our business relationships, operating results, ability to hire and retain key talent, and business generally; disruptions or inefficiencies in our operations or supply chain, including any impact caused by product recalls, political instability, terrorism, geopolitical conflicts (including the ongoing conflicts between Russia and Ukraine and Israel and Hamas), extreme weather conditions, natural disasters, pandemics, work stoppages or labor shortages (including potential strikes along the U.S. East and Gulf coast ports and potential impacts related to the duration of a recent strike at our Buffalo, New York manufacturing facility), or other calamities; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging, and transportation; the impact of food security concerns involving either our products or our competitors' products, including changes in consumer preference, consumer litigation, actions by the U.S. Food and Drug Administration or other agencies, and product recalls; risks associated with derivative and purchasing strategies we employ to manage commodity pricing and interest rate risks; the availability of reliable transportation on acceptable terms; our ability to achieve cost savings related to our restructuring and cost management programs in the amounts and within the time frames currently anticipated; our ability to generate sufficient cash flow to continue operating under our capital deployment model, including capital expenditures, debt repayment to meet our deleveraging objectives, dividend payments, and share repurchases; a change in outlook or downgrade in our public credit ratings by a rating agency below investment grade; our ability to implement and realize the full benefit of price changes, and the impact of the timing of the price changes to profits and cash flow in a particular period; the success and cost of marketing and sales programs and strategies intended to promote growth in our business, including product innovation; general competitive activity in the market, including competitors' pricing practices and promotional spending levels; our ability to attract and retain key talent; the concentration of certain of our businesses with key customers and suppliers, including primary or single-source suppliers of certain key raw materials and finished goods, and our ability to manage and maintain key relationships; 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 or other long-lived assets; the impact of new or changes to existing governmental laws and regulations and their application; the outcome of tax examinations, changes in tax laws, and other tax matters; a disruption, failure, or security breach of our or our suppliers' information technology systems, including, but not limited to, ransomware attacks; foreign currency exchange rate and interest rate fluctuations; and risks related to other factors described under "Risk Factors" in other reports and statements we have filed with the SEC. We do not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances. About The J. M. Smucker Company At The J. M. Smucker Company, it is our privilege to make food people and pets love by offering a diverse family of brands available across North America . We are proud to lead in the coffee, peanut butter, fruit spreads, frozen handheld, sweet baked goods, dog snacks and cat food categories by offering brands consumers trust for themselves and their families each day, including Folgers ® , Dunkin' ® , Café Bustelo ® , Jif ® , Uncrustables ® , Smucker's ® , Hostess ® , Milk-Bone ® and Meow Mix ® . Through our unwavering commitment to producing high quality products, operating responsibly and ethically and delivering on our Purpose, we will continue to grow our business while making a positive impact on society. The J. M. Smucker Company is the owner of all trademarks referenced herein, except for Dunkin' ® , which is a trademark of DD IP Holder LLC. The Dunkin'® brand is licensed to The J. M. Smucker Company for packaged coffee products sold in retail channels, such as grocery stores, mass merchandisers, club stores, e-commerce and drug stores, as well as in certain away from home channels. This information does not pertain to products for sale in Dunkin' ® restaurants. View original content to download multimedia: https://www.prnewswire.com/news-releases/the-j-m-smucker-company-announces-cash-tender-offers-302321621.html SOURCE The J.M. Smucker Co. © 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
‘CSR, Human Capital Development Pivotal For Nigeria’s Development’ – AdebolaNASHVILLE, Tenn. (AP) — The Tennessee Titans have the slimmest of playoff hopes and must win out to have any chance of keeping them alive. Figuring out who they are would be a first step in the right direction. The Titans (3-9) also must bounce back from last week's ugly loss at Washington that cost this franchise yet another chance to string together consecutive wins for the first time in more than two years. “We know that this is a big opportunity for us to develop as a team and to create and to continue developing our identity,” quarterback Will Levis said. “And so we’re going to make sure that we do our best throughout these next few weeks to do that.” The Jacksonville Jaguars (2-10) lost Trevor Lawrence for the rest of the season after the hit he took from Texans linebacker Azeez Al-Shaair in last week's 23-20 loss to Houston. Their already dim playoff hopes were extinguished Monday night when Denver won. That leaves the Jaguars playing for pride and potentially drafting No. 1 overall for the third time in five years. “It’s all about how you finish,” tight end Evan Engram said. “How we finish probably won’t erase the feeling we have of the season. But as the pride of this franchise, the pride of the team, it’s definitely worth going to finish strong and going to get some wins and fighting for that.” Stop the run The Titans went into Washington with one of the NFL's stingiest defenses and wound up shredded, giving up a season-worst 267 yards rushing. Defensive coordinator Dennard Wilson said, “We can’t allow what happened last week to happen again.” Ridley revenge game Wide receiver Calvin Ridley says he's excited to see some old teammates Sunday and downplayed a question about how close Jacksonville's offer to keep him last March might've been when he chose to sign with division rival Tennessee instead. “Doesn't matter right now,” Ridley said. “I'm excited for this week. Jags come in here, play with my boys. I'm excited.” Ridley played one season with Jacksonville after the Jaguars traded for him . He had 76 catches for 1,016 yards and eight TDs last season with the Jaguars. So far this season, Ridley has 43 receptions for 679 yards and three TDs. “I just know I'm going to be ready,” Ridley said. Streaking Jaguars Jacksonville has lost 16 consecutive games when tied or trailing at halftime. It’s a complete flip from the 2022 season, in which the Jaguars rallied to beat Dallas, the Las Vegas Raiders and Tennessee down the stretch to make the playoffs. The 20-16 victory against the Titans in the regular-season finale that year is the last time coach Doug Pederson’s team has come from behind to win after trailing or being tied at the break. Tennessee led 13-7 at the half in that one and was minutes from winning a third straight AFC South title . Hines-Allen nears sack record Jaguars defensive end Josh Hines-Allen needs 4 1/2 sacks to break the franchise record of 55 held by Tony Brackens. Hines-Allen has at least half a sack in four consecutive games against Tennessee, which has given up 43 sacks in 2024. “My family knows about it probably more than me,” Hines-Allen said. “My wife tells me all the time, ‘Hey, get that record. All you just need is four sacks.’ Like, you can just (get) four sacks. “I had a couple games last year where I had three, so I can’t say it’s out of the realm. But I never had four sacks; don’t know what it feels like to do that in one game. But hopefully speak it into existence.” QB challenge Mac Jones will be starting at quarterback and is 0-2 with the Jaguars this season. He has one more interception (three) than touchdown passes (two) in five appearances. The Titans are looking to see if Levis can keep building on his strong play of the past month and start turning those into wins. Levis is 1-3 since returning from a strained throwing shoulder. He has seven TD passes with two interceptions for a 101.3 passer rating in his past four games. He also is completing 61.7% of his passes for 960 yards. “The cool thing right now for Will is that as we’ve corrected things, he’s corrected them,” Titans coach Brian Callahan said . “And that’s been really fun to watch as he’s made adjustments from game to game, sometimes even from in the game made an adjustment to a coverage or a read, and that part’s been good to see.” ___ AP Pro Football Writer Mark Long in Jacksonville, Florida, contributed to this report. ___ AP NFL: https://apnews.com/hub/nfl Teresa M. Walker, The Associated Press
ROCHESTER – Right now, Ryan Johnson, the defenseman who played 41 games for the Buffalo Sabres as a rookie last season, ranks eighth or ninth on their depth chart. Last month, Johnson, 23, returned to Rochester, where he has quietly been gobbling up minutes alongside Jack Rathbone on the Americans’ top defense tandem. If the Sabres lose another defenseman to injury – after beginning the season with eight, Mattias Samuelsson recently went down – the youngster could be recalled. So as he patiently waits for his next opportunity, Johnson has developed into a stronger prospect, improving his consistency and defending. “His game has just grown so much and ... he’s just knocking on the door,” said Amerks assistant coach Nathan Paetsch, who’s in charge of the defense. Paetsch has coached him for the last two seasons in Rochester and visited him at the University of Minnesota for two years as a development coach. He knows him as well as anyone. “It’s the best hockey I’ve ever seen him play,” Paetsch said following Tuesday’s practice in Blue Cross Arena. “I think he’s taken it like a true pro and got better. I mean, he’s been so consistent. I’ve never seen his game this consistent. He has been just outstanding.” Paetsch said the 6-foot-1, 195-pound Johnson’s “defensive game has really taken a jump.” “He has just been a stalwart for us defensively,” he said. So Johnson, the 31st overall pick in 2019, and Rathbone, a free agent the Sabres signed during the offseason, are regularly awarded the difficult assignment of shutting down the opposition’s top line. “He and Rathbone have been a true shutdown D pair, even using their athleticism and just compete,” Paetsch said. Paetsch said their speed helps them reach pucks first. In 50-50 battles, they come hard and often win. “And it’s out of their zone,” he said. “They haven’t had to defend a lot, because either they’ve shut it down in the neutral zone or they’ve broken out pucks really fast out of the D-zone.” As a first-round pick, Johnson receives more attention. But Rathbone, 25, possesses notable talent. He played 17 games for the Vancouver Canucks over his first three pro seasons after leaving Harvard following his sophomore campaign. “He’s a really fun player to play with,” Johnson said. “I just love his game, love how explosive he is. It’s just very skilled and powerful.” Johnson, of course, knew he would likely return to the AHL, where he started and finished last season. The Sabres, having traded for Bowen Byram last season, signed Dennis Gilbert and brought back Jacob Bryson, have a surfeit of defenders. Kale Clague, who was also re-signed, accompanied the Sabres overseas to start the season before joining Rochester. He could be summoned ahead of Johnson. “It’s going to be another challenge, for sure,” Johnson said in September of the defense depth. “It’s going to be another hard situation where there’s a lot of guys, amazing players ahead of me right now in the lineup, so I guess how can I make the most of each day?” Paetsch believes Johnson has seized his opportunity with the Amerks and morphed into one of their “go-to guys.” The only thing that might be missing from Johnson’s game is a goal. In 83 total pro appearances between Buffalo and Rochester, he hasn’t scored yet. Johnson, who has registered 20 assists, including three in 15 outings this season, believes he can add more offense to his game. “It’s definitely inside of me,” he said. Paetsch said Johnson has put himself in perfect places to score that elusive goal. “It’s got to come,” he said. “I might jump on the ice and celebrate, because he deserves it. He’s had so many scoring chances every game, and one of those is just bound to go in. It’s inevitable.”None
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The former England footballer, 39, said he was “proud” of how Coleen was doing in the Australian jungle in a post on social media on Saturday. The couple, who first met at school and began dating aged 16, share four sons – Kai Wayne, Klay Anthony, Kit Joseph and Cass Mac. Proud of @ColeenRoo on @imacelebrity she’s doing great ❤️ Me and the boys would love to see her doing a trial and we know she’d want to put herself to the test. If you can download the #ImACeleb app and let’s get voting! 🗳️🕷️🐍 pic.twitter.com/f1VEihHVzy — Wayne Rooney (@WayneRooney) November 23, 2024 “Proud of @ColeenRoo on @imacelebrity she’s doing great”, he wrote on X, formerly Twitter, alongside a collage of photos of her on the show. “Me and the boys would love to see her doing a trial and we know she’d want to put herself to the test. “If you can download the #ImACeleb and let’s get voting!” At the end of Saturday’s episode, it was revealed Rooney would be taking on the next Bushtucker Trial alongside BBC Radio 1 presenter Dean McCullough. Your votes mean Coleen and Dean are about to have a trucking terrifying time when they face Absolute Carnage ⚠️ #ImACeleb pic.twitter.com/Q9PcJ3SwF1 — I'm A Celebrity... (@imacelebrity) November 23, 2024 During the first task of the series, McCullough chose to partner up with TV personality Coleen as he hailed her as “Wagatha Christie”. Rooney, 38, was given the nickname when she accused Rebekah Vardy, who is married to Leicester City striker Jamie Vardy, of leaking her private information to The Sun in a viral post on social media. In July 2022, a judge at the High Court found the post was “substantially true”. During Vardy’s stint on I’m A Celebrity, she became the third celebrity to leave, saying the series helped her become more tolerant. Earlier this week, Liverpool-born Coleen told her fellow campmate that going to court over her feud with Vardy was her “worst nightmare” as she felt she was “putting on a show for the whole world”. However, she said she was not scared about making the viral post which kicked off the dispute, saying: “I just didn’t think it would have the impact it did, because I was just that sick and tired of it, it was draining.” Later in the episode, Rooney became emotional over the loss of her sister Rosie, after boxing star Barry McGuigan spoke about the death of his daughter. I’m A Celebrity... Get Me Out Of Here! continues on ITV1 and ITVX.Last month, the film adaptation of the popular Broadway musical, “ Wicked ,” released in theaters, breaking box office records. A viral post online prompts people to share photos they took while watching the movie. “Show ur ‘wicked part 1’ photos,” the post says. Although many people are aware that video recording inside the theater is illegal, others replied to the post with photos they took in their local movie theater, sparking a discussion online about whether it’s legal to take those pictures. Movie theater chain Alamo Drafthouse responded to the post calling for photos, writing “Or, don't do that.” THE QUESTION Is it illegal to take pictures of movies at the theaters? THE SOURCES United States Code 2319B Eisner Gorin LLP AMC Theaters Regal THE ANSWER Yes, it is illegal to take pictures of movies at the theaters. WHAT WE FOUND Taking photos of a movie in theaters is illegal under federal copyright laws. Movie theaters also ban the practice. United States Code 2319B states that “any person who, without the authorization of the copyright owner, knowingly uses or attempts to use an audiovisual recording device to transmit or make a copy of a motion picture or other audiovisual work protected under title 17, or any part thereof, from a performance of such work in a motion picture exhibition facility” could face up to three years in prison, fines, or both. If it's a subsequent offense, prison time can increase to up to six years. Audiovisual recording devices are defined under the law to be “a digital or analog photographic or video camera, or any other technology or device capable of enabling the recording or transmission of a copyrighted motion picture or other audiovisual work.” By that definition, cell phones or any still image camera would be included. In addition, the crime is not limited to distributing or sharing illegal work. The very act of taking the picture is in itself illegal. While the law “emerged in response to the growing threat of piracy in the digital age,” Eisner Gorin LLP says it “targets the act of recording itself, regardless of whether the recorded content is distributed or used for personal gain.” Federal law gives theater employees the authority to detain anyone suspected of violating the law. Many movie theaters have outlined in their rules that filming or taking photos during a movie is strictly prohibited. For example, Regal’s admittance policy says , “No recording devices (cameras, video recorders, sound recorders, etc.) are permitted to be used within any Regal Entertainment Group facility.” AMC Theaters has a similar policy, with its code of conduct stating , “In support of federal law, camera use is not permitted in our auditoriums”
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