UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i September 14, 2022

 

Conagra Brands, Inc.

(Exact name of registrant as specified in its charter)

 

 

i Delaware		i 1-7275		i 47-0248710
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 222 Merchandise Mart Plaza,  i Suite 1300  i Chicago,  i Illinois		i 60654
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  i (312)  i 549-5000

N/A

(Former name or former address, if changed since last report)

 

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:

 

i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐

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(s)		Name of each exchange on which registered
i Common Stock, $5.00 par value		i CAG		i 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   i ☐

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 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on August 26, 2022, Conagra Brands, Inc. (the “Company”) entered into a Term Loan Agreement (the “Term Loan Agreement”) with Farm Credit Services of America, PCA, as administrative agent and a lender, and the other lenders party thereto, providing for delayed draw term loans to the Company in an aggregate principal amount of up to $500 million.

On September 14, 2022, the Company borrowed the full $500 million aggregate principal amount available under the Term Loan Agreement. The Company currently expects that it will use the proceeds from its borrowings under the Term Loan Agreement, together with borrowings under its commercial paper program, to fund the repayment or redemption of outstanding long-term debt maturing in fiscal year 2023 and for other general corporate purposes.

A copy of the Term Loan Agreement is filed as Exhibit 10.1 hereto. The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.		Description
10.1		Term Loan Agreement, dated August 26, 2022, by and among Conagra Brands, Inc., Farm Credit Services of America, PCA, as administrative agent and a lender, and the other lenders party thereto, incorporated herein by reference to Exhibit 10.1 to Conagra Brands, Inc.’s Current Report on Form 8-K filed on August 29, 2022
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.

 

Date: September 16, 2022