8-K

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): March 6, 2018

Conagra Brands, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-7275	47-0248710
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

222 Merchandise Mart Plaza, Suite 1300 Chicago, Illinois	60654
(Address of principal executive offices)	(Zip Code)

(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:

☐ 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))

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.  ☐

Item 8.01.    Other Events.

On March 6, 2018, Conagra Brands, Inc. (the “Company”) issued a press release regarding the proposed sale of the Company’s Wesson oil business to The J.M. Smucker Company. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Description
99.1	Press Release dated March 6, 2018

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.

	CONAGRA BRANDS, INC.
Date: March 6, 2018	By:	/s/ Colleen Batcheler
		Name:	Colleen Batcheler
		Title:	Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

	News Release
	For more information, please contact:
	MEDIA:
	Kristine Mulford
	312-549-5522
	Kristine.mulford@conagra.com
	INVESTORS:
	Brian Kearney
	312-549-5002
	ir@conagra.com

FOR IMMEDIATE RELEASE

CONAGRA BRANDS AND THE J.M. SMUCKER COMPANY TERMINATE AGREEMENT FOR SALE OF WESSON OIL BUSINESS

CHICAGO, Ill., Mar. 6, 2018 – Conagra Brands, Inc. (NYSE: CAG) today announced that the company and The J.M. Smucker Company have terminated their agreement regarding the sale of Conagra’s Wesson oil business to The J.M. Smucker Company. This outcome follows the decision of the Federal Trade Commission, announced on March 5, 2018, to challenge the pending transaction. Conagra Brands issued the following statement:

“While we are disappointed by and disagree with the Commission’s decision, we have determined that it is in the best interest of our shareholders, customers and employees to terminate the agreement to sell the Wesson oil business to The J.M. Smucker Company rather than pursue litigation.”

The company intends to continue its evaluation of the role of the Wesson oil business within its portfolio.

About Conagra Brands

Conagra Brands, Inc. (NYSE: CAG), headquartered in Chicago, is one of North America’s leading branded food companies. Guided by an entrepreneurial spirit, Conagra Brands combines a rich heritage of making great food with a sharpened focus on innovation. The company’s portfolio is evolving to satisfy people’s changing food preferences. Conagra’s iconic brands, such as Marie Callender’s^®, Reddi-wip^®, Hunt’s^®, Healthy Choice^®, Slim Jim^® and Orville Redenbacher’s^®, as well as emerging brands, including Alexia^®, Blake’s^®, Frontera^®, Duke’s^® and Angie’s^® BOOMCHICKAPOP^®, offer choices for every occasion. For more information, visit www.conagrabrands.com.

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