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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On June 3, 2021, Hormel Foods Corporation (the “Company”)
issued $950,000,000 aggregate principal amount of its 0.650% Notes due 2024 (the “2024 Notes”), $750,000,000 aggregate
principal amount of its 1.700% Notes due 2028 (the “2028 Notes”) and $600,000,000 aggregate principal amount of its
3.050% Notes due 2051 (the “2051 Notes” and together with the 2024 Notes and the 2028 Notes, the “Notes”).
The Notes were issued and sold pursuant to the previously disclosed Underwriting Agreement entered into on May 25, 2021 by the Company
and the several underwriters party thereto (the “Underwriting Agreement”).
The Notes were offered pursuant to the Company’s Registration
Statement on Form S-3 (File No. 333-237980) (the “Registration Statement”) and the related Prospectus dated
May 4, 2020 (the “Prospectus”) and Prospectus Supplement dated May 25, 2021 (the “Prospectus Supplement”).
The Notes were issued pursuant to the Indenture, dated as of April 1,
2011 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
Interest on the 2024 Notes will accrue at a rate of 0.650% per annum, interest on the 2028 Notes will accrue at a rate of 1.700% per annum
and interest on the 2051 Notes will accrue at a rate of 3.050% per annum. The interest on the Notes will be payable semi-annually in arrears
on each June 3 and December 3, commencing December 3, 2021. The 2024 Notes will mature on June 3, 2024, the 2028 Notes
will mature on June 3, 2028 and the 2051 Notes will mature on June 3, 2051. The Notes are direct unsecured obligations of the
Company and will rank equally with all of the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding.
The Company may redeem the Notes, in whole at any time or in part from
time to time, at its option. If the Company redeems the Notes before the “applicable par call date,” as such term is defined
below, the redemption price will equal the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the
sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments
of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Rate (as defined in the Prospectus Supplement) plus 7.5 basis points, in
the case of the 2024 Notes, 10 basis points, in the case of the 2028 Notes, or 15 basis points, in the case of the 2051 Notes, plus, in
each case, accrued and unpaid interest thereon to but excluding the date of redemption. If the Company redeems the Notes on or after the
applicable par call date, the redemption price will equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest thereon to but excluding the date of redemption. “Applicable par call date” means, in the case of the 2024
Notes, June 3, 2022, in the case of the 2028 Notes, April 3, 2028, or, in the case of the 2051 Notes, December 3, 2050.
As further described in the Notes, the Company will be required to
redeem all of the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the
date of purchase if the previously disclosed agreement to acquire the Planters® snack nut portfolio is terminated or the transactions
contemplated thereby are not timely completed.
If a Change of Control Triggering Event (as defined in the Notes) occurs,
unless the Company has exercised its option to redeem the Notes, the Company will be required to offer to purchase the Notes at a purchase
price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
The Indenture includes certain restrictive covenants, including covenants
that limit the ability of the Company to, among other things, incur debt for borrowed money secured by certain liens and engage in certain
sale and leaseback transactions. These covenants are subject to important exceptions and qualifications set forth in the Indenture and
described in the Prospectus and Prospectus Supplement.
The Indenture contains customary terms, including that upon certain
events of default occurring and continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes
then outstanding may declare the entire principal of all the Notes to be due and payable immediately.
The following documents relating to the Notes are filed herewith as
exhibits and incorporated by reference into this Form 8-K and the Registration Statement: (i) the form of the 2024 Notes; (ii) the
form of the 2028 Notes; (iii) the form of the 2051 Notes; and (iv) the opinion of Faegre Drinker Biddle & Reath LLP.
The foregoing summary of the Notes is qualified in its entirety by reference to the form of the Notes attached hereto.