Issuer:
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Campbell Soup Company
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Expected Ratings (Moody's / S&P)*:
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Baa2 / BBB
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Aggregate Principal Amount:
Offering Format:
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$5,300,000,000
SEC Registered
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Security Type:
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Senior Unsecured Notes
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Trade Date:
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March 12, 2018
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Settlement Date:
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March 16, 2018 (T+4)
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Principal Amount:
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2020 Floating Rate Notes: $500,000,000
2021 Floating Rate Notes: $400,000,000
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Maturity Date:
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2020 Floating Rate Notes: March 16, 2020
2021 Floating Rate Notes: March 15, 2021
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Interest Rate:
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2020 Floating Rate Notes: 3-month U.S. dollar LIBOR plus 0.50%
2021 Floating Rate Notes: 3-month U.S. dollar LIBOR plus 0.63%
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Spread to LIBOR:
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2020 Floating Rate Notes: +50 bps
2021 Floating Rate Notes: +63 bps
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Designated LIBOR Page:
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Reuters page "LIBOR01" or, if the 3-month U.S. dollar LIBOR does not appear or is not available on such Reuters screen, Bloomberg L.P. page. "BBAM"
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Initial Interest Rate:
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2020 Floating Rate Notes: 3-month U.S. dollar LIBOR plus 0.50%, as determined on the second London banking day prior to March 16, 2018
2021 Floating Rate Notes: 3-month U.S. dollar LIBOR plus 0.63%, as determined on the second London banking day prior to March 16, 2018
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Public Offering Price:
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2020 Floating Rate Notes: 100.000%
2021 Floating Rate Notes: 100.000%
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Interest Payment Dates:
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2020 Floating Rate Notes: Quarterly in arrears on March 16, June 16, September 16 and December 16 of each year
2021 Floating Rate Notes: Quarterly in arrears on March 15, June 15, September 15 and December 15 of each year
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First Interest Payment Date:
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2020 Floating Rate Notes: June 16, 2018
2021 Floating Rate Notes: June 15, 2018
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Interest Reset Dates:
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2020 Floating Rate Notes: March 16, June 16, September 16 and December 16 of each year
2021 Floating Rate Notes: March 15, June 15, September 15 and December 15 of each year
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Optional Redemption:
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No optional redemption rights.
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Special Mandatory Redemption:
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At 101%, if the Issuer does not complete the Snyder's-Lance, Inc. ("Snyder's-Lance") acquisition on or before September 18, 2018, or if the Snyder's-Lance merger agreement is terminated prior to such date.
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Change of Control Offer to Purchase:
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If a Change of Control Triggering Event occurs, the Issuer will be required to offer to purchase the notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date.
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Day Count Convention:
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Actual / 360
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CUSIP / ISIN:
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2020 Floating Rate Notes: 134429 BB4 / US134429BB48
2021 Floating Rate Notes: 134429 BC2 / US134429BC21
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Principal Amount:
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2021 Notes: $650,000,000
2023 Notes: $1,200,000,000
2025 Notes: $850,000,000
2028 Notes: $1,000,000,000
2048 Notes: $700,000,000
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Maturity Date:
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2021 Notes: March 15, 2021
2023 Notes: March 15, 2023
2025 Notes: March 15, 2025
2028 Notes: March 15, 2028
2048 Notes: March 15, 2048
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Interest Rate:
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2021 Notes: 3.300% per year
2023 Notes: 3.650% per year
2025 Notes: 3.950% per year
2028 Notes: 4.150% per year
2048 Notes: 4.800% per year
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Public Offering Price:
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2021 Notes: 99.929%
2023 Notes: 99.851%
2025 Notes: 99.746%
2028 Notes: 99.887%
2048 Notes: 99.527%
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Yield to Maturity:
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2021 Notes: 3.325%
2023 Notes: 3.683%
2025 Notes: 3.992%
2028 Notes: 4.164%
2048 Notes: 4.830%
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Spread to Benchmark Treasury:
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2021 Notes: +90 bps
2023 Notes: +105 bps
2025 Notes: +120 bps
2028 Notes: +130 bps
2048 Notes: +170 bps
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Benchmark Treasury:
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2021 Notes: 2.250% due February 15, 2021
2023 Notes: 2.625% due February 28, 2023
2025 Notes: 2.750% due February 28, 2025
2028 Notes: 2.750% due February 15, 2028
2048 Notes: 2.750% due November 15, 2047
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Benchmark Treasury Price and Yield:
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2021 Notes: 99-16 ¼; 2.425%
2023 Notes: 99-30 ¾; 2.633%
2025 Notes: 99-23+; 2.792%
2028 Notes: 99-00+; 2.864%
2048 Notes: 92-22; 3.130%
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Interest Payment Dates:
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Semi-annually in arrears on March 15 and September 15 of each year
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First Interest Payment Date:
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September 15, 2018
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Optional Redemption:
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Make-whole Call:
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2021 Notes: T+15 basis points at any time prior to March 15, 2021 (the maturity date of the 2021 Notes).
2023 Notes: T+20 basis points at any time prior to February 15, 2023 (one month prior to the maturity date of the 2023 Notes).
2025 Notes: T+20 basis points at any time prior to January 15, 2025 (two months prior to the maturity date of the 2025 Notes).
2028 Notes: T+20 basis points at any time prior to December 15, 2027 (three months prior to the maturity date of the 2028 Notes).
2048 Notes: T+30 basis points at any time prior to September 15, 2047 (six months prior to the maturity date of the 2048 Notes).
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Par Call:
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2021 Notes: No par call
2023 Notes: At any time on or after February 15, 2023 (one month prior to the maturity date of the 2023 Notes).
2025 Notes: At any time on or after January 15, 2025 (two months prior to the maturity date of the 2025 Notes).
2028 Notes: At any time on or after December 15, 2027 (three months prior to the maturity date of the 2028 Notes).
2048 Notes: At any time on or after September 15, 2047 (six months prior to the maturity date of the 2048 Notes).
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Special Mandatory Redemption:
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At 101%, if the Issuer does not complete the Snyder's-Lance acquisition on or before September 18, 2018, or if the Snyder's-Lance merger agreement is terminated prior to such date.
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Change of Control Offer to Purchase:
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If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right of redemption, it will be required to offer to purchase the notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date.
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Day Count Convention:
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30/360
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CUSIP / ISIN:
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2021 Notes: 134429 BD0 / US134429BD04
2023 Notes: 134429 BE8 / US134429BE86
2025 Notes: 134429 BF5 / US134429BF51
2028 Notes: 134429 BG3 / US134429BG35
2048 Notes: 134429 BH1 / US134429BH18
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Joint Book-Running Managers:
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Credit Suisse Securities (USA) LLC
Barclays Capital Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
BNP Paribas Securities Corp.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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Co-Managers:
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BMO Capital Markets Corp.
MUFG Securities Americas Inc.
PNC Capital Markets, LLC
Rabo Securities USA, Inc.
RBC Capital Markets, LLC
SMBC Nikko Securities America, Inc.
The Williams Capital Group, L.P.
Wells Fargo Securities, LLC
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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension revision or withdrawal at any time.
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