Item 1.01.
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Entry into a Material Definitive Agreement.
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On October 10, 2017, Conagra Brands,
Inc. (the Company) agreed to issue $500.0 million aggregate principal amount of its Floating Rate Notes due 2020 (the Notes) pursuant to an underwriting agreement, dated October 10, 2017, by and among the Company
and Wells Fargo Securities, LLC and HSBC Securities (USA) Inc., 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
Companys Registration Statement on Form
S-3
(Registration
No. 333-219411).
A prospectus supplement relating to the offering and sale of the Notes was filed
with the Securities and Exchange Commission on October 11, 2017.
The terms of the Notes will be governed by an indenture, to be
dated as of October 12, 2017 (the Base Indenture), as supplemented by a supplemental indenture, to be dated as of October 12, 2017 (the First 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. In addition, 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. The Company will not have the right to redeem the Notes prior to maturity.
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 October 9, 2020 and bear interest at a rate equal to three-month LIBOR plus 0.50% per annum,
payable quarterly on January 9, April 9, July 9 and October 9 of each year, commencing on January 9, 2018.
The
Notes will be unsecured senior obligations of the Company and rank equally in right of payment with all of its other senior unsecured debt, are effectively subordinated to any of the Companys secured debt to the extent of the value securing
such debt and are structurally subordinated to the debt of the Companys 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 First 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.