Commentary & Deal Flow

IPTs: 30.25NC5.25: 5.250-5.375% 30.25NC8.25: 5.750-5.875%

• Issuer: General Mills, Inc.
• LEI: 2TGYMUGI08PO8X8L6150
• Issuer Ratings: Baa2 / BBB (Stable / Stable; Moody's / S&P)
• Securities Ratings: Baa3 / BB+ (Moody's / S&P)
• Equity Credit from Ratings Agencies: 50% until year 20 / 50% until First Reset Date (Moody's / S&P)
• Format: SEC Registered
• Ranking: Junior Subordinated
• Size: € Benchmark (each tranche)
• Settlement Date: 16-Apr-26 (T+5)
• Maturity Date: 16-Jul-56
• First Reset Date:
• • 30.25NC5.25: 16-Jul-31 and each fifth anniversary thereof
  • 30.25NC8.25: 16-Jul-34 and each fifth anniversary thereof
• Interest:
• • 30.25NC5.25: [ ]% until the First Reset Date; on the First Reset Date and each 5 years thereafter resets to the sum of 5 year Mid-Swap Rate + Initial Margin + Step-Up (when applicable), in each case payable annually from 16-Jul-26 (short first coupon)
  • 30.25NC8.25: [ ]% until the First Reset Date; on the First Reset Date and each 5 years thereafter resets to the sum of 5 year Mid-Swap Rate + Initial Margin + Step-Up (when applicable) in each case payable annually from 16-Jul-26 (short first coupon)
• Coupon and Day Count: Fixed, Annual, Actual / Actual (ICMA)
• First Step-up (+25bps):
• • 30.25NC5.25: 16-Jul-36
  • 30.25NC8.25: 16-Jul-39
• Second Step-up (+75bps):
• • 30.25NC5.25: 16-Jul-51 (100bps cumulative)
  • 30.25NC8.25: 16-Jul-54 (100bps cumulative)
• Change of Control Event Step-up (+500bps): 500bps step-up upon a Change of Control Event if not redeemed
• Denominations: €100k+€1k
• Joint Bookrunners: Barclays, Citi, Deutsche Bank (B&D), J.P. Morgan
• Optional Interest Deferral: Cumulative, up to 10 consecutive years per deferral
• Par Call / MWC Optional Redemption: 90 days Par Call prior to First Reset Date (and every interest payment date thereafter) / MWC at any time other than a Par Call Date
• Special Event Optional Redemption: Tax Deductibility Event, Rating Agency Event: 101% until First Par Call Date, 100% thereafter / Substantial Repurchase Event (75%): 100% / Tax Withholding Event: 100% / CoC: 101%
• Listing: The notes are expected to be listed on the NYSE.
• Use of Proceeds: The Issuer currently intends to use the net proceeds of this offering to repay outstanding senior indebtedness (which may include the €250 million aggregate principal amount outstanding of its floating rate senior notes due April 22, 2026, the $750 million aggregate principal amount outstanding of its 3.200% senior notes due February 10, 2027, and a portion of its outstanding commercial paper) and for other general corporate purposes.
• Target Market: Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.
• Governing Law: The State of New York
• Stabilization: Relevant stabilization regulations including FCA/ICMA apply
• Clearing: Clearstream Banking, S.A. and Euroclear Bank S.A./N.V.
• Selling Restrictions: Yes, as set out in the Prospectus Supplement
• Sales into Canada: Yes, via wrapper exemption
• Timing: Books open, today’s business