UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 22, 2018

Conagra Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

(312) 549-5000

(Registrant’s telephone number, including area code)

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:

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.  ☐

On February 22, 2018, Conagra Brands, Inc. (the “Company”) entered into a Term Loan Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and lender. The Credit Agreement provides for term loans to the Company in an aggregate principal amount not in excess of $300.0 million.

On February 26, 2018, the Company borrowed the full amount of the $300.0 million term loan facility available under the Credit Agreement. The Company used the proceeds from this borrowing to make a voluntary pension plan contribution in the amount of $300.0 million.

The term loan facility provided for under the Credit Agreement matures one year after the funding of the term loans thereunder, or February 26, 2019, and is unsecured. The term loans will bear interest at, at the Company’s election, either (a) LIBOR plus 0.75% or (b) the alternate base rate, described in the Credit Agreement as the greatest of (i) Bank of America’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) one-month LIBOR plus 1.00%. The Credit Agreement contains customary affirmative and negative covenants for unsecured investment grade credit facilities of this type and financial covenants requiring a maximum leverage ratio and a minimum interest coverage ratio. The Company may voluntarily prepay term loans under the Credit Agreement, in whole or in part, without premium or penalty.

The Credit Agreement contains events of default customary for unsecured investment grade credit facilities with corresponding grace periods. If an event of default occurs and is continuing, the lenders may terminate and/or suspend their obligations to make loans under the Credit Agreement and/or accelerate amounts due under the Credit Agreement and exercise other rights and remedies. In the case of certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding obligations of the Company will become immediately due and payable.

The lender under the Credit Agreement (and its respective subsidiaries or affiliates) has in the past provided, is currently providing or may in the future provide, investment banking, cash management, underwriting, lending, commercial banking, trust, leasing services, foreign exchange and other advisory services to, or engage in transactions with, the Company and its subsidiaries or affiliates. This party has received, and may in the future receive, customary compensation from the Company and its subsidiaries or affiliates, for such services.

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

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

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 thereunto duly authorized.