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 7, 2021

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-2402	41-0319970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1 Hormel Place

Austin, MN  55912

(Address of Principal Executive Office)

(507) 437-5611

Registrant’s telephone number, including area code: 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $0.01465 par value	HRL	New York Stock Exchange

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. [☐]

Section 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

On June 7, 2021, Hormel Foods Corporation (the Company) completed the previously announced acquisition of the Planters® snacking portfolio from the Kraft Heinz Company (Nasdaq: KHC). The acquisition includes the Planters®, NUT-rition®, Planters® Cheez Balls and Corn Nuts® brands, as well as three production facilities.

The purchase price is approximately $3.35 billion, subject to customary adjustments. The acquisition was funded from the Company's cash on hand and long-term debt.

The Company intends to file the finalized agreement and any amendments with its next quarterly report on Form 10-Q.

Section 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On June 7, 2021, the Company issued a press release announcing it has acquired the Planters® snacking portfolio from the Kraft Heinz Company. A copy of the press release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a)    Financial Statements of Business Acquired

Any required historical financial information with respect to the Planters® snacking portfolio will be filed by amendment to this Item 9.01(a) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b)    Pro Forma Financial Information

Any required unaudited pro forma condensed financial information with respect to the combined company will be filed by amendment to this Item 9.01(b) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d)    Exhibits

 

99	Press release issued June 7, 2021
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

 

2

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 hereunto duly authorized.

 

	HORMEL FOODS CORPORATION
		(Registrant)
Dated: June 7, 2021	By	/s/ JAMES N. SHEEHAN
		JAMES N. SHEEHAN
		Executive Vice President and
		Chief Financial Officer
Dated: June 7, 2021	By	/s/ JANA L. HAYNES
		JANA L. HAYNES
		Vice President and Controller

3

EX-99

FOR IMMEDIATE RELEASE

Contact: Media Relations

507-434-6352

media@hormel.com

HORMEL FOODS ANNOUNCES CLOSING OF ACQUISITION OF PLANTERS® SNACKING BUSINESS

AUSTIN, Minn. (June 7, 2021) — Hormel Foods Corporation (NYSE: HRL) today announced the closing of its acquisition of the Planters® snacking portfolio from the Kraft Heinz Company (Nasdaq: KHC).

The acquisition includes the Planters®, NUT-rition®, Planters® Cheez Balls and Corn Nuts®brands, as well as three production facilities.

“This is an important day for Hormel Foods as we close the largest acquisition in our company’s history. As a global branded food company, we have been making a purposeful and strategic shift in our portfolio of brands and products, which includes enhancing our snacking offerings. The Planters® snacking business is an important cornerstone to this strategy, and now joins our leading brands such as SKIPPY®, SPAM®, Hormel® Natural Choice®, Applegate®, Justin’s®, Columbus®and Wholly®Guacamole,” said Jim Snee, chairman of the board, president and chief executive officer at Hormel Foods. “The Planters® snacking business will now have the world-class resources of Hormel Foods marketing, innovation and robust sales organization behind it to drive further growth. We welcome the Planters®team members to the Hormel Foods family. Together, we are going to do great things for this business.”

Citi and Credit Suisse were the financial advisors to Hormel Foods and Faegre Drinker Biddle & Reath LLP served as legal counsel.

ABOUT HORMEL FOODS — Inspired People. Inspired Food.™

Hormel Foods Corporation, based in Austin, Minn., is a global branded food company with over $9 billion in annual revenue across more than 80 countries worldwide. Its brands include Planters®, SKIPPY®, SPAM®, Hormel® Natural Choice®, Applegate®, Justin’s®, Wholly®, Hormel® Black Label®, Columbus® and more than 30 other beloved brands. The company is a member of the S&P 500 Index and the S&P 500 Dividend Aristocrats, was named on the “Global 2000 World’s Best Employers” list by Forbes magazine for three years, is one of Fortune magazine’s most admired companies, has appeared on Corporate Responsibility Magazine’s “The 100 Best Corporate Citizens” list for 12 years, and has received numerous other awards and accolades for its corporate responsibility and community service efforts. The company lives by its purpose statement — Inspired People. Inspired Food.™ — to bring some of the world’s most trusted and iconic brands to tables across the globe. For more information, visit www.hormelfoods.com.

FORWARD-LOOKING STATEMENTS

This release contains forward-looking information based on management's current views and assumptions. Actual events may differ materially. Please refer to the cautionary statement regarding Forward-Looking Statements and Risk Factors that appear on pages 28-35 in the Company's Form 10-Q for the fiscal quarter ended April 25, 2021, which can be accessed at www.hormelfoods.com in the "Investors" section.

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Document and Entity Information	Jun. 07, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 07, 2021
Entity Registrant Name	HORMEL FOODS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	1-2402
Entity Tax Identification Number	41-0319970
Entity Address, Address Line One	1 Hormel Place
Entity Address, City or Town	Austin
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55912
City Area Code	507
Local Phone Number	437-5611
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01465 par value
Trading Symbol	HRL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000048465
Amendment Flag	false