01—Abstract
Summary
Summary of the 8-K filed February 20, 2025. Cited figures are marked; the original filing is the authoritative source.
The Hershey Company (NYSE: HSY) entered into a Pricing Agreement on February 19, 2025 with BofA Securities, Citigroup Global Markets, J.P.
Morgan Securities, RBC Capital Markets and U.S. Bancorp Investments, as representatives of the underwriters, to sell $2.0 billiona aggregate principal amount of senior notes in a public offering. The offering consists of four $500 million tranches: 4.550% Notes due 2028, 4.750% Notes due 2030, 4.950% Notes due 2032, and 5.100% Notes due 2035. The sale is made under an effective Form S-3 shelf registration (File No. 333-279759), and the Prospectus Supplement was filed on February 20, 2025.
The company intends to use the net proceeds to repay all of its outstanding 0.900%b Senior Notes due 2025 and 3.200% Senior Notes due 2025, plus certain outstanding short-term commercial paper borrowings, together with accrued and unpaid interest. Proceeds will also cover offering fees and expenses and general corporate purposes. The filing notes that affiliates of certain underwriters are lenders under the company's existing credit agreements, and that U.S. Bancorp Investments, Inc. is an affiliate of the trustee, U.S. Bank Trust Company, National Association.
The filing also furnishes two press releases dated February 19, 2025: one announcing the offering and one announcing the pricing of the Notes. The transaction is primarily a refinancing that replaces near-term maturities and commercial paper with longer-dated fixed-rate debt extending out to 2035.
02—Key points
Key Highlights
- Hershey priced $2.0 billion of senior notes in four $500 million tranches, dated February 19, 2025.
- Coupons are 4.550% due 2028, 4.750% due 2030, 4.950% due 2032, and 5.100% due 2035.
- Net proceeds will repay the 0.900% Senior Notes due 2025 and 3.200% Senior Notes due 2025 in full, plus accrued interest.
- Proceeds will also retire certain outstanding short-term commercial paper borrowings and cover fees, expenses and general corporate purposes.
- The offering is made under an effective Form S-3 shelf registration (File No. 333-279759) with a Prospectus Supplement filed February 20, 2025.
- The Pricing Agreement incorporates the terms of an Underwriting Agreement dated February 19, 2025, with five underwriter representatives.
- Affiliates of certain underwriters are lenders under existing credit agreements, and U.S. Bancorp Investments is an affiliate of the notes trustee.
03—Questions
Frequently Asked Questions
How much debt did Hershey issue and what are the terms?
Hershey agreed to sell $500 million each of four series of notes, totaling $2.0 billion: 4.550% Notes due 2028, 4.750% Notes due 2030, 4.950% Notes due 2032, and 5.100% Notes due 2035. The offering was made under an effective shelf registration statement on Form S-3.
Why is Hershey issuing these notes?
The company intends to use the net proceeds to repay its outstanding 0.900% Senior Notes due 2025 and 3.200% Senior Notes due 2025, along with certain short-term commercial paper borrowings, plus accrued and unpaid interest. The remainder will cover offering fees and expenses and general corporate purposes.
Which banks underwrote the offering?
BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc. acted as representatives of the several underwriters under the Pricing Agreement and Underwriting Agreement, both dated February 19, 2025.
Do the underwriters have other relationships with Hershey?
Yes. The filing states that the underwriters and their affiliates may have engaged in commercial and investment banking transactions with Hershey and have received customary fees. Affiliates of certain underwriters are lenders under Hershey's existing credit agreements, and U.S. Bancorp Investments, Inc. is an affiliate of the trustee, U.S. Bank Trust Company, National Association.
Where can investors find more details about the notes?
Further information is set forth in the Prospectus Supplement dated February 19, 2025, which was filed with the SEC on February 20, 2025. The press releases dated February 19, 2025 announcing the offering and pricing are furnished as Exhibits 99.1 and 99.2, and the agreements are filed as Exhibits 1.1 and 1.2.
04—Continue