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): December 21, 2015 (December 16, 2015)

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Bob Evans Farms, Inc.

(Exact name of registrant as specified in its charter)

___________________________

Registrant’s telephone number, including area code: (614) 491-2225

Not applicable

(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 (see General Instruction A.2 below):

On December 21, 2015, Bob Evans Farms, Inc., a Delaware corporation (the “Company”) issued a news release announcing that on December 16, 2015, Bob Evans Farms, LLC, a wholly owned subsidiary, signed a letter of intent to sell 145 restaurant properties to Mesirow Realty Sale-Leaseback, Inc., an affiliate of Mesirow Financial Holdings, Inc., for $200.0 million. The transaction is expected to provide the Company with net proceeds of approximately $165.0 to $170.0 million. Closing of the transaction is expected during the fourth fiscal quarter ending April 29, 2016. The net proceeds will be used to pay down debt and to repurchase shares of the Company’s common stock, while maintaining prudent leverage.

The letter of intent indicates that the properties will be leased under an absolute triple-net master lease agreement (“Lease”) under which Bob Evans Farms, LLC, as lessee, will be responsible for all costs related to taxes, insurance, maintenance, repairs, and replacements. In addition, the primary term of the Lease, which will be treated as an operating lease for accounting purposes, is to be 20 years with up to five successive five-year renewal options. Annual straight-line rent expense, inclusive of a 1.5% annual escalator, will be approximately $15.4 million, excluding amortization of deferred gains. A guaranty of the obligations under the Lease is to be provided by Bob Evans Farms, Inc.

The transaction is subject to due diligence, the execution of the definitive documentation by the parties and customary conditions of closing.

A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The following exhibits are included with this Current Report on Form 8-K:

SIGNATURE

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: December 21, 2015