8-K
HORMEL FOODS CORP /DE/ (HRL)
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<br>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 | Pressrelease issued June 7, 2021 |
|---|---|
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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
Document
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.