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MJN > SEC Filings for MJN > Form 8-K on 13-May-2014All Recent SEC Filings

Show all filings for MEAD JOHNSON NUTRITION CO



Entry into a Material Definitive Agreement, Other Events, Financial Sta

Item 1.01 Entry into a Material Definitive Agreement

On May 13, 2014, Mead Johnson Nutrition Company (the "Company") issued $500,000,000 of its 4.60% Senior Notes due 2044 (the "Notes") upon completion of a public offering . The Notes were issued pursuant to an indenture, dated as of November 1, 2009, as supplemented by a second supplemental indenture, dated as of May 13, 2014 (the "Second Supplemental Indenture"), between the Company and The Bank of New York Mellon Trust Company, as trustee.

Item 8.01 Other Events.

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (Registration No. 333-194345) filed with the Securities and Exchange Commission on March 6, 2014 relating to $500,000,000 aggregate principal amount of 4.60% Senior Notes due June 1, 2044 of Mead Johnson Nutrition Company offered pursuant to the Prospectus Supplement dated May 6, 2014.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

No. Description

1.1 Underwriting Agreement, dated May 6, 2014, among Mead Johnson Nutrition Company and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the underwriters named therein.

4.1 Second Supplemental Indenture, dated as of May 13, 2014, between Mead Johnson Nutrition Company, and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.2 Form of the 4.60% Senior Notes due June 1, 2044 (included in Exhibit 4.1).

5.1 Opinion of Mayer Brown LLP, counsel for Mead Johnson Nutrition Company, as to the validity of the Senior Notes.

23.1 Consent of Mayer Brown LLP (included in Exhibit 5.1)

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