ConAgra Brands Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Item 1.01Entry into a Material Definitive Agreement.
On July 22, 2025, Conagra Brands, Inc. (the “Company”) completed a public offering of $500,000,000 aggregate principal amount of its 5.000% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). The Notes were offered and sold pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-280760). A prospectus supplement relating to the offering and sale of the Notes was filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2025.
The terms of the Notes are governed by an indenture, dated as of August 12, 2021 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of July 22, 2025 (the “Third Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), in each case by and between the Company and U.S. Bank Trust Company, National Association, as successor trustee. The Indenture contains customary covenants that, among other things, limit the ability of the Company, with certain exceptions, to incur debt secured by liens, engage in sale and leaseback transactions and enter into certain consolidations, mergers and transfers of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole.
The Company may redeem some or all of the Notes at any time and from time to time prior to their maturity at the redemption prices described in the prospectus supplement. Upon the occurrence of a “Change of Control Triggering Event,” as defined in the Third Supplemental Indenture, the Company will be required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
The Indenture contains customary events of default, including failure to make required payments of principal and interest, certain events of bankruptcy and insolvency and default in the performance or breach of any covenant or warranty contained in the Indenture or the Notes.
The 2030 Notes will mature on August 1, 2030 and bear interest at a rate equal to 5.000% per year, which will be paid beginning on February 1, 2026. The 2035 Notes will mature on August 1, 2035 and bear interest at a rate equal to 5.750% per year, which will be paid beginning on February 1, 2026.
The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of its other senior unsecured debt, are effectively junior to any of the Company’s secured debt to the extent of the value of collateral securing such debt, and are effectively junior to all existing and future secured and unsecured debt of the Company’s subsidiaries.
The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Base Indenture, incorporated by reference herein as Exhibit 4.1, and the Third Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.
Item 8.01Other Events.
The Notes were sold pursuant to an underwriting agreement, dated July 15, 2025 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, acting as representatives of the several underwriters named therein. The Underwriting Agreement contains customary representations, warranties, conditions to closing, indemnification provisions and obligations of the parties.
The underwriters and their affiliates have provided, are currently providing and in the future may continue to provide investment banking, commercial banking and other financial services, including the provision of credit facilities,
to the Company in the ordinary course of business for which they have received and will receive customary compensation.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
Exhibit No. |
| Description |
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1.1 | ||||
4.1 | ||||
4.2 | ||||
5.1 | ||||
23.1 | ||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONAGRA BRANDS, INC. | ||
By: | /s/ Carey Bartell | |
Name: | Carey Bartell | |
Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Date: July 22, 2025