Current Report · Items 1.01, 2.03, 8.01, 9.01 · 8-K
McCormick & Company, Incorporated
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events
Item 1.01. Entry into a Material Definitive Agreement. Term Loan Agreement On April 28, 2026, McCormick & Company, Incorporated, a Maryland corporation (“McCormick”), entered into a Term Loan Agreement (the “Term Loan Agreement”), by and among McCormick, the lenders party thereto and Citibank, N.A., as administrative agent (the “Administrative Agent”), in connection with the financing of McCormick…
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Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry
into a Material Definitive Agreement.
Term
Loan Agreement
On
April 28, 2026, McCormick & Company, Incorporated, a Maryland corporation (“McCormick”), entered into a Term Loan
Agreement (the “Term Loan Agreement”), by and among McCormick, the lenders party thereto and Citibank, N.A., as administrative
agent (the “Administrative Agent”), in connection with the financing of McCormick’s pending combination with
the foods business of Unilever PLC, a public limited company registered in England and Wales, (the “Merger”) pursuant
to an Agreement and Plan of Merger dated as of March 31, 2026 (the “Merger Agreement”).
The
Term Loan Agreement provides McCormick with the ability to borrow up to $2.0 billion (the “Term Loan Facility”) at
the closing of the Merger (such date, the “Closing Date”), subject to satisfaction of customary closing conditions
for similar facilities, for the purpose of financing a portion of the cash consideration to be paid in the Merger and paying related
fees and expenses in connection with the Merger and the other transactions contemplated by the Merger Agreement. The Term Loan
Facility matures three years after the Closing Date.
The
Term Loan Agreement contains a financial covenant requiring that McCormick maintain a ratio of Consolidated EBITDA to Interest
Expense (in each case, as defined in the Term Loan Agreement) of no less than 3.75:1.00 on the last day of each fiscal quarter,
commencing the last day of the first fiscal quarter ended after the Closing Date, as well as other non-financial covenants. Under
the Term Loan Agreement, borrowings will bear interest on the principal amount outstanding at a floating rate based on, at McCormick’s
election, (i) Term SOFR (as defined in the Term Loan Agreement) plus an applicable margin based on the credit ratings of McCormick’s
senior unsecured long term debt ranging from 0.750% to 1.500% or (ii) Base Rate (as defined in the Term Loan Agreement) plus an
applicable margin based on the credit ratings of McCormick’s senior unsecured long term debt ranging from 0.000% to 0.500%.
McCormick
will also pay a ticking fee under the Term Loan Agreement in an amount equal to a rate per annum equal to 0.10% times the actual
daily undrawn portion of the commitments in respect of the Term Loan Facility, from and including July 29, 2026 to but excluding
the earlier of (i) termination or expiration of the commitments under the Term Loan Facility and (ii) the Closing Date.
The
Term Loan Agreement contains customary events of default, including payment failures; failure to comply with covenants; failure
to satisfy other obligations under the Term Loan Agreement or related documents; inaccurate representations and warranties; defaults
in respect of other material indebtedness; bankruptcy, insolvency and inability to pay debts when due; material judgments; material
ERISA defaults; and change of control. If any event of default under the Term Loan Agreement occurs, the Administrative Agent
or the other lenders under the Term Loan Agreement may terminate their respective commitments and declare immediately due all
borrowings under the Term Loan Agreement, subject to a certain funds provision applicable through the expiration date of the commitments
under the Term Loan Agreement.
The
foregoing summary of the Term Loan Agreement is not complete and is qualified in its entirety by reference to the Term Loan Agreement
(a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K).
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 hereto under the caption “Term Loan Agreement” is incorporated by reference
into this Item 2.03.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other
Events.
As
previously disclosed, in connection with the Merger Agreement, McCormick entered into a commitment letter on March 31, 2026 (the
“Bridge Commitment Letter”) with Citigroup Global Markets Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding,
Inc. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties agreed, subject to the terms
and conditions set forth therein, to provide a senior unsecured 364-day bridge term loan credit facility (the “Bridge Facility”)
in an aggregate principal amount of up to $15.7 billion, for the purpose of financing all or a portion of the cash consideration
and paying related fees and expenses in connection with the Merger and the other transactions contemplated by the Merger Agreement.
Effective April 28, 2026, McCormick terminated $2.0 billion of the commitments of the Commitment Parties under the Bridge Facility,
in lieu of which McCormick expects to borrow the committed amounts available under the Term Loan Agreement.