| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 15, 2018, Conagra Brands, Inc. (the “Company”) agreed to sell $525,000,000 aggregate principal amount of its Floating Rate Notes due 2020 (the “2020 floating rate notes”), $1,200,000,000 aggregate principal amount of its 3.800% Senior Notes due 2021 (the “2021 notes”), $1,000,000,000 aggregate principal amount of its 4.300% Senior Notes due 2024 (the “2024 notes”), $1,000,000,000 aggregate principal amount of its 4.600% Senior Notes due 2025 (the “2025 notes”), $1,300,000,000 aggregate principal amount of its 4.850% Senior Notes due 2028 (the “2028 notes”), $1,000,000,000 aggregate principal amount of its 5.300% Senior Notes due 2038 (the “2038 notes”) and $1,000,000,000 aggregate principal amount of its 5.400% Senior Notes due 2048 (the “2048 notes”, and together with the 2021 notes, the 2024 notes, the 2025 notes, the 2028 notes and the 2038 notes, the “fixed rate notes”) pursuant to an underwriting agreement, dated October 15, 2018, by and among the Company and Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, acting as representatives of the several underwriters named therein. The 2020 floating rate notes and the fixed rate notes are collectively referred to as the “Notes.” The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on FormS-3 (RegistrationNo. 333-227740). A prospectus supplement relating to the offering and sale of the Notes was filed with the Securities and Exchange Commission on October 17, 2018.
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, to be dated as of October 22, 2018 (the “Second 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 fixed rate notes of each series at any time and from time to time prior to their maturity, and the 2020 floating rate notes on or after October 22, 2019, at the applicable redemption prices described in the prospectus supplement. Upon the occurrence of a “Change of Control Triggering Event,” as defined in the Indenture, the Company will be required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest, if any, to, but excluding, the repurchase date. In addition, the 2020 floating rate notes, the 2021 notes, the 2024 notes, the 2025 notes, the 2028 notes and the 2038 notes (the “Special Mandatory Redemption Notes”) will be subject to a “special mandatory redemption” in the event that (i) the pending merger with Pinnacle Foods Inc. (the “Merger”) is not consummated on or prior to April 1, 2019 or (ii) prior to April 1, 2019, the merger agreement pursuant to which the Merger will occur is terminated, other than in connection with the consummation of the Merger. If a special mandatory redemption event occurs, the Company will be obligated to redeem all of the outstanding Special Mandatory Redemption Notes on the “Special Mandatory Redemption Date,” as defined in the Second Supplemental Indenture, at the “special mandatory redemption price” equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, to, but not including the Special Mandatory Redemption Date. The 2048 notes are not subject to the special mandatory redemption and will remain outstanding even if the Company does not consummate the Merger, unless otherwise redeemed or repurchased.
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 2020 floating rates notes will mature on October 22, 2020 and bear interest at a rate equal to three-month LIBOR plus 0.750% per year, payable quarterly on January 22, April 22, July 22 and October 22 of each year, commencing on January 22, 2019. The 2021 notes will mature on October 22, 2021 and bear interest at a rate equal to 3.800% per year, commencing on April 22, 2019. The 2024 notes will mature on May 1, 2024 and bear interest at a rate equal to 4.300% per year, commencing on May 1, 2019. The 2025 notes will mature on November 1, 2025 and bear interest at a rate equal to 4.600% per year, commencing on May 1, 2019. The 2028 notes will mature on November 1, 2028 and bear interest at a rate equal to 4.850% per year, commencing on May 1, 2019. The 2038 notes will mature on November 1, 2038 and bear interest at a rate equal to 5.300% per year, commencing on May 1, 2019. The 2048 notes will mature on November 1, 2048 and bear interest at a rate equal to 5.400% per year, commencing on May 1, 2019.
