As filed with the Securities and Exchange Commission on October 23, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONAGRA BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 2000 | 47-0248710 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
222 Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
(312) 549-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Colleen R. Batcheler
Executive Vice President, General Counsel and Corporate Secretary
Conagra Brands, Inc.
222 Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
(312) 549-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
| Peter E. Izanec, Esq. Timothy P. FitzSimons, Esq. Michael J. Solecki, Esq. Bradley C. Brasser, Esq. Jones Day 901 Lakeside Avenue Cleveland, Ohio 44114 (216) 586-3939 |
M. Kelley Maggs, Esq. Executive Vice President, Secretary and General Counsel Pinnacle Foods Inc. 399 Jefferson Road Parsippany, New Jersey 07054 (973) 541-6620 |
Robert I. Townsend, III, Esq. O. Keith Hallam, III, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 (212) 474-1000 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon the satisfaction or waiver of all other conditions to the closing of the merger described herein.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-226329
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Non-accelerated filer | ☐ | Emerging growth company | ☐ | |||
| Accelerated filer | ☐ |
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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| ||||||||
| Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Unit |
Proposed Offering Price(2) |
Amount of Registration Fee(3) | ||||
| Shares of Common Stock, par value $5.00 per share |
18,173 | N/A | $1,847,717.49 | $224 | ||||
|
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|
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| (1) | Represents the maximum number of additional shares of common stock of Conagra Brands, Inc. (the “Registrant”) estimated to be issued in connection with the merger described herein. The Registrant has previously registered 77,434,205 shares of common stock pursuant to the registration statement on Form S-4 (Registration No. 333-226329), which was declared effective on September 17, 2018. The Registrant now anticipates that up to 77,452,378 shares of its common stock may be issued pursuant to the merger. |
| (2) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933 and computed pursuant to Rule 457(c) and 457(f) of the Securities Act of 1933. The proposed maximum offering price is equal to the product of (a) $66.03, the average of the high and low prices per share of shares of Pinnacle common stock as reported on the New York Stock Exchange on October 18, 2018, rounded to the nearest cent, and (b) the estimated number of additional shares of Pinnacle common stock that may be exchanged for the merger consideration. |
| (3) | Determined in accordance with Section 6(b) of the Securities Act of 1933 at a rate equal to $121.20 per $1,000,000 of the proposed maximum aggregate offering price. |
This registration statement will become effective automatically upon filing with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-4 (Registration No. 333-226329) (the “Prior Registration Statement”), declared effective as of September 17, 2018, and as supplemented to date, Conagra Brands, Inc. (the “Registrant”) registered an aggregate of 77,434,205 shares of its common stock and paid an aggregate fee of $330,012. The Registrant is filing this Registration Statement on Form S-4 pursuant to General Instruction K to Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended, solely to register 18,173 additional shares of its common stock for issuance in connection with the consummation of the merger contemplated by the Agreement and Plan of Merger dated as of June 26, 2018, by and among Pinnacle Foods Inc., a Delaware corporation, the Registrant, a Delaware corporation, and Patriot Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Registrant. In connection with the registration of additional shares of its common stock, the Registrant is paying an additional registration fee of $224.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. Additional opinions and consents to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement.
Exhibit Index
| Exhibit |
Description | |
| 5.1* | Opinion of Jones Day | |
| 23.1 | Consent of Jones Day (included in Exhibit 5.1 hereto) | |
| 23.2* | Consent of KPMG LLP, independent registered public accounting firm of Conagra Brands, Inc. | |
| 23.3* | Consent of Deloitte & Touche LLP, independent registered public accounting firm of Pinnacle Foods Inc. | |
| 24.1** | Power of Attorney | |
| * | Filed herewith |
| ** | Previously filed with the Registrant’s Registration Statement on Form S-4 (No. 333-226329), which was filed with the Securities and Exchange Commission on July 25, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Chicago, state of Illinois, on October 23, 2018.
| CONAGRA BRANDS, INC. | ||||||||
| By: | /s/ Colleen R. Batcheler | |||||||
| Name: | Colleen R. Batcheler | |||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Name |
Title |
Date | ||
| * Sean M. Connolly |
President and Chief Executive Officer (Principal Executive Officer) | October 23, 2018 | ||
| * David S. Marberger |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | October 23, 2018 | ||
| * Robert G. Wise |
Senior Vice President and Corporate Controller (Principal Accounting Officer) | October 23, 2018 | ||
| * Anil Arora |
Director | October 23, 2018 | ||
| * Thomas K. Brown |
Director | October 23, 2018 | ||
| * Stephen G. Butler |
Director | October 23, 2018 | ||
| * Joie A. Gregor |
Director | October 23, 2018 | ||
| * Rajive Johri |
Director | October 23, 2018 | ||
| * Richard H. Lenny |
Director | October 23, 2018 | ||
| * Ruth Ann Marshall |
Director | October 23, 2018 | ||
| * Craig P. Omtvedt |
Director | October 23, 2018 | ||
| * | The undersigned, by signing her name hereto, does sign and execute this registration statement on Form S-4 pursuant to the Power of Attorney executed by the above-named directors of the registrant, which is being filed herewith on behalf of such directors. |
| By: | /s/ Colleen R. Batcheler | |
| Colleen R. Batcheler | ||
| Attorney-in-Fact |
October 23, 2018
Exhibit 5.1
October 23, 2018
Conagra Brands, Inc.
222 Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
Re: Registration Statement on Form S-4 by Conagra Brands, Inc.
Ladies and Gentlemen:
We have acted as counsel to Conagra Brands, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of an additional 18,173 shares of the Company’s common stock, par value $5.00 per share (the “Shares”), pursuant to the Agreement and Plan of Merger, dated as of June 26, 2018 (the “Merger Agreement”), by and among Pinnacle Foods Inc., a Delaware corporation, the Company, and Patriot Merger Sub Inc., a Delaware corporation. The Shares are included in a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (as the same may be amended from time to time, the “Registration Statement”), to which this opinion is an exhibit.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares, when issued pursuant to the terms of the Merger Agreement, as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.
The opinion set forth above is subject to the following limitations, qualifications and assumptions:
In rendering the opinion above, we have assumed that the Registration Statement is effective pursuant to Rule 462 of the Act (and will remain effective at the time of issuance of the Shares).
As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of the related registration statement on Form S-4 (Registration No 333-226329) of the Company, declared effective by the Commission on September 17, 2018. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Conagra Brands, Inc.:
We consent to the use of our report dated July 20, 2018, with respect to the consolidated balance sheets of Conagra Brands, Inc. as of May 27, 2018 and May 28, 2017, and the related consolidated statements of operations, comprehensive income (loss), common stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended May 27, 2018, and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of May 27, 2018, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Omaha, Nebraska
October 23, 2018
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of Conagra Brands, Inc. on Form S-4, filed pursuant to Rule 462(b) of the Securities Act of 1933, of our reports dated March 1, 2018, relating to the consolidated financial statements and financial statement schedule of Pinnacle Foods Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2017, and incorporated by reference in the Prospectus included in Registration Statement No. 333-226329 of Conagra Brands, Inc.
We also consent to the reference to us under the heading “Experts” in such Prospectus.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
October 23, 2018