UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2021
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-2402 | 41-0319970 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
1 Hormel Place
Austin, MN 55912
(Address of Principal Executive Office, including zip code)
(507) 437-5611
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock $0.01465 par value | | HRL | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 25, 2021, Hormel Foods Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule 1 therein (collectively, the “Underwriters”), pursuant to which the Company has agreed to issue and sell and the Underwriters have severally agreed to purchase an aggregate principal amount of $950,000,000 of the Company’s 0.650% Notes due 2024 (the “2024 Notes”), $750,000,000 of the Company’s 1.700% Notes due 2028 (the “2028 Notes”) and $600,000,000 of the Company’s 3.050% Notes due 2051 (the “2051 Notes” and together with the 2024 Notes and the 2028 Notes, the “Notes”). The aggregate gross consideration to be received by the Company (taking into account original issue discount and underwriting discounts, but before transaction expenses) for the sale of the Notes is $2,280,424,000. The issuance and settlement of the Notes is scheduled to occur on June 3, 2021, subject to customary closing conditions.
The Underwriting Agreement contains representations, warranties and covenants that are customary for transactions of this type. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Notes were offered pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-237980) (the “Registration Statement”), which became effective upon filing with the Securities and Exchange Commission, and the related Prospectus dated May 4, 2020 and Prospectus Supplement dated May 25, 2021. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is expressly incorporated by reference herein and into the Registration Statement. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the actual terms thereof.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| | | |
| | HORMEL FOODS CORPORATION |
| | | (Registrant) |
| | | |
| Dated: May 26, 2021 | By | /s/ James N. Sheehan |
| | | JAMES N. SHEEHAN |
| | | Executive Vice President and |
| | | Chief Financial Officer |
