Item 8.01 - Other Events

Redemption of 4.25% Senior Notes due 2021

On January 22, 2020, Campbell Soup Company (the "Company") completed the previously announced redemption of all $500 million outstanding aggregate principal amount of the Company's 4.25% Senior Notes due 2021 (the "Redemption Notes"). The Redemption Notes were redeemed at a price (inclusive of accrued and unpaid interest) of 104.167% of the principal amount thereof on January 22, 2020 in accordance with the indenture.

Upsize, Early Results, Pricing and Settlement of Tender Offers

On January 23, 2020, the Company issued a press release (the "Upsize and Early Tender Results Press Release") announcing the upsize and the early tender date results of its previously announced offers to purchase for cash (the "Tender Offers") up to the Maximum Tender Amount (as defined herein) of its outstanding 3.30% Senior Notes due 2021, 3.80% Senior Notes due 2042, 3.65% Senior Notes due 2023, 3.95% Senior Notes due 2025, 3.30% Senior Notes due 2025 and 4.15% Senior Notes due 2028. The Company has amended the terms of the Tender Offers to increase the combined aggregate principal amount of the securities subject to the Tender Offers from $1.0 billion to $1.2 billion (the "Maximum Tender Amount"). Additionally, the Company has amended the Tender Offers to increase the previously announced series tender caps (i) with respect to the 3.30% Senior Notes due 2021, from $300,000,000 to $328,644,000 and (ii) with respect to the 3.65% Senior Notes due 2023, from $400,000,000 to $633,846,000. The Tender Offers are being made pursuant to, and are subject to the satisfaction or waiver of the terms and conditions set forth in, the Offer to Purchase dated January 8, 2020, as amended by the Upsize and Early Tender Results Press Release. A copy of the Upsize and Early Tender Results Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In addition, on January 23, 2020, the Company announced the pricing of the notes validly tendered, not validly withdrawn and accepted for purchase in the Tender Offers. A copy of the press release announcing the pricing is attached hereto as Exhibit 99.2 and incorporated herein by reference.

On January 24, 2020, the Company completed the settlement of the Tender Offers. Because the Company accepted for purchase the Maximum Tender Amount, no additional notes will be purchased pursuant to the Tender Offers after January 24, 2020.

The information contained in this Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits




  99.1       Upsize and Early Tender Results Press Release dated January 23,
           2020.
  99.2       Tender Offers Pricing Press Release dated January 23, 2020.
  104      The cover page from this Current Report on Form 8-K is formatted in
           Inline XBRL.

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