8-K

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): June 30, 2014

The Hillshire Brands Company

(Exact name of registrant as specified in charter)

Maryland	1-3344	36-2089049
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

400 South Jefferson Street, Chicago, Illinois 60607

(Address of principal executive offices)

Registrant’s telephone number, including area code: (312) 614-6000

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):

¨ 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 7.01 Regulation FD Disclosure

On June 30, 2014, The Hillshire Brands Company (“Hillshire”) issued a press release regarding Pinnacle Foods Inc.’s termination of the Agreement and Plan of Merger, dated as of May 12, 2014, by and among Hillshire, Pinnacle Foods Inc., Helix Merger Sub Corporation and Helix Merger Sub LLC.

A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information disclosed in this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated June 30, 2014.

SIGNATURES

Pursuant to the requirement 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.

Dated: July 1, 2014

THE HILLSHIRE BRANDS COMPANY
By:	/s/ Kent B. Magill
	Kent B. Magill
	Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit 99.1 Press release dated June 30, 2014.

EX-99.1

Exhibit 99.1

Contacts: Media: Investors:   Mike Cummins
Melissa Napier   1.312.614.8412
1.312.614.8739  

HILLSHIRE BRANDS CONFIRMS RECEIPT OF TERMINATION

NOTICE FROM PINNACLE FOODS

CHICAGO – June 30, 2014 – The Hillshire Brands Company (NYSE: HSH) today confirmed that Pinnacle Foods Inc. (NYSE: PF) has exercised its right to terminate the previously announced merger agreement between the companies.

On June 16, 2014, in accordance with the terms of the merger agreement, the Hillshire Brands board of directors withdrew its recommendation of the acquisition of Pinnacle Foods following receipt of the unilaterally binding offer from Tyson Foods, Inc. (NYSE: TSN) to acquire Hillshire Brands for $63.00 per share. Consistent with its duties, the Hillshire Brands board will promptly review the Tyson offer.

About The Hillshire Brands Company

The Hillshire Brands Company (NYSE: HSH) is a leader in branded, convenient foods. The company generated approximately $4 billion in annual sales in fiscal 2013, has more than 9,000 employees, and is based in Chicago. Hillshire Brands’ portfolio includes iconic brands such as Jimmy Dean, Ball Park, Hillshire Farm, State Fair, Sara Lee frozen bakery, Van’s Natural Foods and Chef Pierre pies, as well as artisanal brands Aidells, Gallo Salame and Golden Island premium jerky. For more information on the company, please visit www.hillshirebrands.com.