Shearman & Sterling LLP multinational law firm headquartered in New York City, United States.

News Aug 11, 2017

Shearman & Sterling Advises Underwriters in McCormick & Company, Incorporated’s $2.5 Billion Notes Offering and $550 Million Follow-On Equity Offering

Shearman & Sterling represented the underwriters in connection with the financing of McCormick & Company, Incorporated’s $4.2 billion acquisition of the Reckitt Benckiser Group’s food division, which includes Frank's RedHot® Hot Sauce, French's® Mustard and other products.

Shearman & Sterling represented the underwriters for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC acted as representatives in connection with McCormick & Company, Incorporated’s public offering of $750 million aggregate principal amount of its 2.7% notes due 2022, $700 million aggregate principal amount of its 3.15% notes due 2024, $750 million aggregate principal amount of its 3.4% notes due 2027 and $300 million aggregate principal amount of its 4.2% notes due 2047.

Shearman & Sterling also represented the underwriters for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPFS) and Credit Suisse Securities (USA) LLC (CS Securities) acted as representatives in connection with McCormick’s follow-on public offering of 6,353,591 shares of common stock (including 828,729 shares purchased by the underwriters pursuant to their fully exercised option to purchase additional shares).

Shearman & Sterling also advised MLPFS and CS Securities, as arrangers, and Bank of America, N.A., as agent, in connection with a $4.2 billion senior unsecured bridge facility and a $1.5 billion unsecured term loan facility and MLPFS, as arranger, and Bank of America, as agent, in connection with a $1 billion five-year unsecured revolving credit facility to provide necessary financing for the acquisition.

McCormick & Company, Incorporated (NYSE: MKC) is a global leader in flavor, with the manufacturing, marketing and distribution of spices, seasoning mixes, condiments and other flavorful products to the entire food industry. Customers range from retail outlets and food manufacturers to food service businesses and sales made under the McCormick® brand and a variety of other brands around the world, including Lawry’s®, Zatarain’s®, Simply Asia®, Thai Kitchen®, Ducros®, Vahiné®, Schwartz®, Club House®, Kamis®, Kohinoor®, DaQiao®, Drogheria & Alimentari® and Stubb’s®.

The Shearman & Sterling team was led by partners Lisa Jacobs and Kyungwon Lee (both New York-Capital Markets) and associates Robert Giannattasio (New York–Capital Markets), Charles Zamiskie and Kotoe Oshima (both New York-Corporate). Other Shearman & Sterling lawyers involved in the transaction were partner Kristen Garry (Washington, DC-Tax) and associate Adam Sternberg (New York–Tax).

Partner Josh Thompson (New York-Finance); counsel Susan Hobart (New York-Finance); and associates Barbara Zylberg (New York-Finance) and Arman Naraghi-Pour (New York-Corporate) advised on the bridge facility, term loan and revolving credit facilities.