Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2020, Conagra Brands, Inc. (the "Company") agreed to sell
$1,000,000,000 aggregate principal amount of its 1.375% Senior Notes due 2027
(the "Notes") pursuant to an underwriting agreement, dated October 7, 2020 (the
"Underwriting Agreement"), by and among the Company and BofA Securities, Inc.,
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA
LLC, acting as representatives of the several underwriters named therein. The
offering of the Notes was registered under the Securities Act of 1933, as
amended, pursuant to the Company's Registration Statement on Form S-3
(Registration No. 333-227740). A prospectus supplement relating to the offering
and sale of the Notes was filed with the Securities and Exchange Commission on
October 8, 2020.
The terms of the Notes will be governed by an indenture, dated as of October 12,
2017 (the "Base Indenture"), as supplemented by a supplemental indenture, dated
as of October 16, 2020 (the "Third Supplemental Indenture" and, collectively
with the Base Indenture, the "Indenture"), in each case by and between the
Company and Wells Fargo Bank, National Association, as 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 Notes will mature on November 1, 2027 and bear interest at a rate equal to
1.375% per year, commencing on May 1, 2021.
The Notes will be 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 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 description of the Indenture is qualified in its entirety by
reference to the full text of the Base Indenture and the Third Supplemental
Indenture, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to
this Current Report on Form 8-K and are 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 8.01 Other Events.
In connection with the offering of the Notes, the following exhibits are filed
with this Current Report on Form 8-K and are incorporated by reference herein:
(i) the Underwriting Agreement, (ii) the Base Indenture, (iii) the Third
Supplemental Indenture and (iv) an opinion of Jones Day and related consent.
Item 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated October 7, 2020, by and among the
Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC and Mizuho Securities USA LLC, acting as
representatives of the several underwriters named therein.
4.1 Indenture, dated October 12, 2017, by and between the Company and
Wells Fargo Bank, National Association, as Trustee (incorporated
herein by reference to Exhibit 4.1 of the Company's Current Report on
Form 8-K filed with the SEC on October 12, 2017).
4.2 Third Supplemental Indenture, dated October 16, 2020, by and between
the Company and Wells Fargo Bank, National Association as Trustee
(including Form of Note).
5.1 Opinion of Jones Day.
23.1 Consent of Jones Day (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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