8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2014

Commission File Number 001-35844

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Pinnacle Foods Inc.

(Exact name of registrant as specified in its charter)

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Delaware	35-2215019
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
399 Jefferson Road Parsippany, New Jersey	07054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 541-6620

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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:

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On June 30, 2014, Pinnacle Foods Inc., a Delaware corporation (“Pinnacle”), provided notice to The Hillshire Brands Company, a Maryland corporation (“Hillshire”), of its decision to terminate the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 12, 2014, by and among Pinnacle, Hillshire, Helix Merger Sub Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Hillshire, and Helix Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Hillshire, pursuant to Section 7.1(c) thereof. In connection with the termination of the Merger Agreement, Hillshire is required to pay Pinnacle a termination fee of $163 million. Pinnacle issued a press release on June 30, 2014 announcing such termination of the Merger Agreement and reaffirming guidance for fiscal year 2014, which is attached hereto as Exhibit 99.1. A description of the terms of the Merger Agreement was included in Item 1.01 of the Current Report on Form 8-K filed by Pinnacle with the Securities and Exchange Commission on May 13, 2014.

In connection with the execution of the Merger Agreement, Hillshire entered into a voting agreement (the “Voting Agreement”), dated as of May 12, 2014, with Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., Blackstone Family Investment Partnership V-SMD L.P., Blackstone Family Investment Partnership V L.P., Blackstone Participation Partnership V L.P. and BCPV Pinnacle Holdings LLC (collectively, the "Blackstone Entities"), pursuant to which the Blackstone Entities agreed, among other things, to vote their shares of common stock of Pinnacle in favor of the adoption of the Merger Agreement. In accordance with its terms, the Voting Agreement terminated concurrently with the termination of the Merger Agreement.

In connection with the execution of the Merger Agreement, Hillshire and the Blackstone Entities also entered into (i) a registration rights agreement, dated as of May 12, 2014, and (ii) a stockholders agreement, dated as of May 12, 2014. According to the respective terms of each of these agreements, both agreements terminated concurrently with the termination of the Merger Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press release, dated June 30, 2014

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain “forward-looking information.” The words “estimates,” “expects,” “contemplates,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should,” and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are made based on management's current expectations and beliefs concerning future events and various assumptions and are not guarantees of future performance. Actual results may differ materially as a result of various factors, some of which are beyond our control, including but not limited to: general economic and business conditions, deterioration of the credit and capital markets, industry trends, our substantial leverage and changes in our leverage, interest rate changes, changes in our ownership structure, competition, the loss of any of our major customers or suppliers, changes in demand for our products, changes in distribution channels or competitive conditions in the markets where we operate, costs of integrating acquisitions, loss of our intellectual property rights, fluctuations in price and supply of raw materials, seasonality, our reliance on co-packers to meet our manufacturing needs, availability of qualified personnel, changes in the cost of compliance with laws and regulations, including environmental laws and regulations, and the other risks and uncertainties detailed in our Form 10-K filed with the Securities and Exchange Commission on March 6, 2014 and subsequent reports filed with the Securities and Exchange Commission. There may be other factors that may cause our actual results to differ materially from the forward-looking statements. We assume no obligation to update the information contained in the announcement, except as required by applicable law.

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 thereto duly authorized.

PINNACLE FOODS INC.

By:	/s/ CRAIG STEENECK
Name:	Craig Steeneck
Title:	Executive Vice President and Chief Financial Officer
Date:	July 1, 2014

Index to Exhibits

Exhibit Number	Description
99.1	Press release, dated June 30, 2014

EX-99.1

FOR IMMEDIATE RELEASE

Pinnacle Foods Announces Termination of Merger Agreement with Hillshire Brands

Company also Reaffirms EPS Guidance for 2014

Parsippany, NJ, June 30, 2014 - Pinnacle Foods Inc. (NYSE: PF) today announced that it has exercised its right to terminate the merger agreement between the Company and The Hillshire Brands Company announced on May 12, 2014.

Pursuant to the terms of the merger agreement, Pinnacle is entitled to receive a cash payment from Hillshire Brands of $163 million as a result of this termination. Pinnacle indicated that one-time fees and expenses associated with the merger agreement, including external advisors and employee incentives, are expected to total approximately $25 million.

Given the Company’s sizable net operating loss carry-forwards (NOLs), Pinnacle expects to pay minimal cash taxes on the payment from Hillshire. The Company plans to use the net cash proceeds to reduce debt and, as a result, expects net interest expense for the year to fall slightly below the $100 million previously disclosed. The interest savings are expected to be reinvested in the business in 2014.

On a pro forma adjusted basis, which excludes the merger-related payment, fees and expenses and other items affecting comparability, the Company reaffirmed its guidance for diluted EPS for 2014 in the range of $1.70 to $1.75.

Commenting on the announcement, Pinnacle Foods Chief Executive Officer Bob Gamgort stated, “We’re excited to continue delivering long-term value for our shareholders through our strategy of Reinvigorating Iconic Brands. We continue to manage well through the difficult industry and category environment that we have discussed previously. The termination payment provides us with increased optionality in executing our strategy.”

Prakash A. Melwani, Blackstone Senior Managing Director and Chief Investment Officer, Private Equity, added, “We believe strongly in the Pinnacle management team and have confidence in the Company’s value creation opportunity for all shareholders. The unsolicited offer from Hillshire was one that our Board could not ignore, in part because the large equity component provided potential significant upside beyond the quoted offer price. We continue to believe that Pinnacle has the brands, business model and leadership talent to outperform in the industry on a stand-alone basis.”

Pinnacle Foods Contacts:

Maria Sceppaguercio

Sr. Vice President, Investor Relations & Communications

973-541-8629

Thuy-An Wilkins

Senior Manager, External Communications

973-541-8620

mediainquiries@pinnaclefoods.com

About Pinnacle Foods Inc.

In more than 85% of American households, consumers reach for Pinnacle Foods brands. Pinnacle Foods is ranked on Fortune Magazine's 2014 Top 1000 companies list. We are a leading producer, marketer and distributor of high-quality branded food products, which have been trusted household names for decades. Headquartered in Parsippany, NJ, our business employs an average of 4,400 employees. We are a leader in the shelf-stable and frozen foods segments and our brands hold the #1 or #2 market position in 10 of the 13 major categories in which they compete. Our Duncan Hines Grocery Division manages brands such as Duncan Hines® baking mixes and frostings, Vlasic® and Vlasic Farmer’s Garden® shelf-stable pickles, Wish-Bone® and Western® salad dressings, Mrs. Butterworth's® and Log Cabin® table syrups, Armour® canned meats, Brooks® and Nalley® chili and chili ingredients, Duncan Hines® Comstock® and Wilderness® pie and pastry fruit fillings and Open Pit® barbecue sauces. Our Birds Eye Frozen Division manages brands such as Birds Eye®, Birds Eye Steamfresh®, C&W®, McKenzie's®, and Freshlike® frozen vegetables, Birds Eye Voila!® complete bagged frozen meals, Van de Kamp's® and Mrs. Paul's® frozen prepared seafood, Hungry-Man® frozen dinners and entrées, Aunt Jemima® frozen breakfasts, Lender's® frozen and refrigerated bagels, and Celeste® frozen pizza. Our Specialty Foods Division manages Tim's Cascade Snacks®, Hawaiian® kettle style potato chips, Erin's® popcorn, Snyder of Berlin® and Husman's® snacks in addition to our food service and private label businesses. Further information is available at http://www.pinnaclefoods.com.

Forward Looking Statements

This release may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain “forward-looking information.” The words “estimates,”“expects,”“contemplates,”“anticipates,”“projects,”“plans,”“intends,”“believes,”“forecasts,”“may,”“should,” and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are made based on management's current expectations and beliefs concerning future events and various assumptions and are not guarantees of future performance. Actual results may differ materially as a result of various factors, some of which are beyond our control, including but not limited to: general economic and business conditions, deterioration of the credit and capital markets, industry trends, our substantial leverage and changes in our leverage, interest rate changes, changes in our ownership structure, competition, the loss of any of our major customers or suppliers, changes in demand for our products, changes in distribution channels or competitive conditions in the markets where we operate, costs of integrating acquisitions, loss of our intellectual property rights, fluctuations in price and supply of raw materials, seasonality, our reliance on co-packers to meet our manufacturing needs, availability of qualified personnel, changes in the cost of compliance with laws and regulations, including environmental laws and regulations, and the other risks and uncertainties detailed in our Form 10-K filed with the Securities and Exchange Commission on March 6, 2014 and subsequent reports filed with the Securities and Exchange Commission. There may be other factors that may cause our actual results to differ materially from the forward-looking statements. We assume no obligation to update the information contained in this announcement, except as required by applicable law.