Nomad Foods Ltd 6-K, filed Jul 30, 2026

Nomad Foods Ltd (NOMD)

6-K 2026-07-30 For: 2026-07-30

View Original

Added on July 30, 2026

About this 6-K

Nomad Foods Ltd filed this 6-K on July 30, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


NOMAD FOODS LIMITED

By:		/s/ Dominic Brisby
Name:		Dominic Brisby
Title:		Chief Executive Officer


Exhibit Number		Exhibit Title

99.1		Indenture, dated as of July 30, 2026 by and among the Company, the guarantors named therein and GLAS Trust Company, as trustee.

99.2		Press Release issued by the Company on July 30, 2026 announcing the closing of the Notes offering.

99.3		Press Release issued by the Company on July 30, 2026 relating to the declaration of a quarterly dividend.


		Page

Article 1 Definitions			1

Section 1.01	Definitions		1
Section 1.02	Other Definitions		38
Section 1.03	Rules of Construction		39
Section 1.04	Luxembourg Terms		40

Article 2 The Notes			40

Section 2.01	Additional Notes		40
Section 2.02	Form and Dating		41
Section 2.03	Execution and Authentication		41
Section 2.04	Registrar and Paying Agent		42
Section 2.05	Money Held by Paying Agent		43
Section 2.06	Holder Lists		43
Section 2.07	Transfer and Exchange		43
Section 2.08	Replacement Notes		44
Section 2.09	Outstanding Notes		44
Section 2.10	Temporary Notes		45
Section 2.11	Cancellation		45
Section 2.12	Common Codes and ISINs		45
Section 2.13	Defaulted Interest		46
Section 2.14	Currency		46

Article 3 Redemption			47

Section 3.01	Notices to Trustee and Paying Agents		47
Section 3.02	Selection of Notes to Be Redeemed or Repurchased		47
Section 3.03	Notice of Redemption		48
Section 3.04	Effect of Notice of Redemption		48
Section 3.05	Deposit of Redemption Price		49
Section 3.06	Notes Redeemed in Part		49

Article 4 Covenants			49

Section 4.01	Limitation on Indebtedness		49
Section 4.02	Limitation on Restricted Payments		55
Section 4.03	Limitation on Liens		62
Section 4.04	Limitation on Restrictions on Distributions from Restricted Subsidiaries		63
Section 4.05	Limitation on Sales of Assets and Subsidiary Stock		65
Section 4.06	Limitation on Affiliate Transactions		68
Section 4.07	Impairment of Security Interest		70
Section 4.08	Additional Subsidiary Guarantees		71
Section 4.09	Reports		72
Section 4.10	Suspension of Covenants on Achievement of Investment Grade Status		73
Section 4.11	Additional Intercreditor Agreements		74


Section 4.12	Payment of Notes	75
Section 4.13	Withholding Taxes	75
Section 4.14	Change of Control	78
Section 4.15	Compliance Certificate	79
Section 4.16	Restrictions on Transfer of the Capital Stock of the Issuer	79
Section 4.17	Additional Collateral	80
Section 4.18	Financial Calculations for Limited Condition Transaction	80

Article 5 Successor Company		81

Section 5.01	Merger and Consolidation	81

Article 6 Defaults and Remedies		84

Section 6.01	Events of Default	84
Section 6.02	Remedies upon Event of Default	86
Section 6.03	Acceleration	86
Section 6.04	Other Remedies	87
Section 6.05	Waiver of Past Defaults	87
Section 6.06	Control by Majority	87
Section 6.07	Limitation on Suits	87
Section 6.08	Rights of Holders to Receive Payment	88
Section 6.09	Collection Suit by Trustee	88
Section 6.10	Trustee May File Proofs of Claim	88
Section 6.11	Priorities	89
Section 6.12	Undertaking for Costs	89
Section 6.13	Waiver of Stay or Extension Laws	89
Section 6.14	Restoration of Rights and Remedies	89
Section 6.15	Rights and Remedies Cumulative	90
Section 6.16	Delay or Omission Not Waiver	90
Section 6.17	Indemnification of Trustee	90

Article 7 Trustee		90

Section 7.01	Duties of Trustee	90
Section 7.02	Rights of Trustee	92
Section 7.03	Individual Rights of Trustee	95
Section 7.04	Trustee’s Disclaimer	95
Section 7.05	Notice of Defaults	95
Section 7.06	Compensation and Indemnity	95
Section 7.07	Replacement of Trustee	97
Section 7.08	Successor Trustee by Merger	97
Section 7.09	Certain Provisions	98
Section 7.10	Agents; General Provisions	98

Article 8 Satisfaction and Discharge of Indenture; Defeasance		100

Section 8.01	Satisfaction and Discharge of Liability on Notes; Defeasance	100
Section 8.02	Conditions to Defeasance	101
Section 8.03	Application of Money	102
Section 8.04	Repayment to Issuer	103
Section 8.05	Indemnity for European Government Obligations	103
Section 8.06	Reinstatement	103


Article 9 Amendments and Waivers		103

Section 9.01	Without Consent of Holders	103
Section 9.02	With Consent of Holders	105
Section 9.03	General	106
Section 9.04	Revocation and Effect of Consents and Waivers	106
Section 9.05	Notation on or Exchange of Notes	107
Section 9.06	Trustee and Security Agent to Sign Amendments, etc.	107

Article 10 Note Guarantees		107

Section 10.01	Note Guarantees	107
Section 10.02	Successors and Assigns	109
Section 10.03	No Waiver	109
Section 10.04	Modification	109
Section 10.05	Execution of Supplemental Indenture for Guarantors	109
Section 10.06	Release of the Note Guarantees	110
Section 10.07	Limitations on Obligations of Guarantors	111
Section 10.08	Non-Impairment	117

Article 11 Collateral, Security Documents and the Security Agent		117

Section 11.01	Collateral and Security Documents	117
Section 11.02	Suits to Protect the Collateral	119
Section 11.03	Resignation and Replacement of Security Agent	119
Section 11.04	Amendments	119
Section 11.05	Release of Liens	119
Section 11.06	Compensation and Indemnity	121
Section 11.07	Conflicts	121

Article 12 Miscellaneous		122

Section 12.01	Notices	122
Section 12.02	Certificate and Opinion as to Conditions Precedent	123
Section 12.03	Statements Required in Certificate or Opinion	124
Section 12.04	When Notes Disregarded	124
Section 12.05	Rules by Trustee, Paying Agent and Registrar	124
Section 12.06	Legal Holidays	124
Section 12.07	Governing Law	124
Section 12.08	Consent to Jurisdiction and Service	124
Section 12.09	No Recourse Against Others	125
Section 12.10	Successors	125
Section 12.11	Counterparts	125
Section 12.12	Table of Contents; Headings	125
Section 12.13	Prescription	125
Section 12.14	Place of Performance	126
Section 12.15	Additional Limitations	126
Section 12.16	Electronic Signatures	126
Section 12.17	Power of Attorney	127


Exhibit A-1		Provisions Relating to the Notes
Exhibit A-2		Form of the Note
Exhibit B		Form of Supplemental Indenture


Schedule 1		Issue Date Security Documents
Schedule 2		Post-Issue Date Security Documents


Term		Defined in Section
“Additional Amounts”		4.13(a)
“Additional Intercreditor Agreement”		4.11(a)
“Affiliate Transaction”		4.06(a)
“Agent Members”		Exhibit A-1
“Applicable Metric”		4.18
“Applicable Procedures”		Exhibit A-1
“Asset Disposition Offer”		4.05(b)
“Asset Disposition Offer Amount”		4.05(e)
“Asset Disposition Offer Period”		4.05(e)
“Asset Disposition Purchase Date”		4.05(e)
“Austrian Guarantor”		10.07(b)(i)
“Authenticating Agent”		2.03
“Authentication Order”		2.03
“Authorized Agent”		12.08
“Change of Control Offer”		4.14(b)


“Change of Control Payment”		4.14(b)(i)
“Change of Control Payment Date”		4.14(b)(ii)
“covenant defeasance option”		8.01(b)
“Definitive Registered Note”		Exhibit A-1
“Directive”		2.04(a)
“Event of Default”		6.01
“Excess Proceeds”		4.05(b)
“Global Note”		Exhibit A-1
“Global Notes Legend”		Exhibit A-1
“grower permission”		4.18
“Initial Agreement”		4.04(b)(xiii)
“Initial Default”		6.02
“Initial Lien”		4.03
“Initial Notes”		Recitals
“legal defeasance option”		8.01(b)
“numerical permission”		4.18
“payment default”		6.01(d)(i)
“Payor”		4.13(a)
“Permitted Payments”		4.02(b)
“protected purchaser”		2.08
“QIB”		Exhibit A-1
“Registrar”		2.04(a)
“Regulation S”		Exhibit A-1
“Regulation S Notes”		Exhibit A-1
“Relevant Taxing Jurisdiction”		4.13(a)(iii)
“Restricted Notes Legend”		Exhibit A-1
“Restricted Payment”		4.02(a)
“Restricted Period”		Exhibit A-1
“Reversion Date”		4.10
“Rule 144A”		Exhibit A-1
“Rule 144A Notes”		Exhibit A-1
“Security Agent”		Preamble
“Successor Company”		5.01(a)(i)
“Successor Issuer”		5.01(b)(i)
“Suspension Event”		4.10
“Transfer Agent”		2.04(a)
“Transfer Restricted Notes”		Exhibit A-1
“Trustee”		Preamble
“VAT”		4.01(b)(viii)


NOMAD FOODS BONDCO PLC, as the Issuer

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Director

NOMAD FOODS LIMITED, as Parent Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Director

IGLO BELGIUM SA/NV, as a Subsidiary Guarantor

By		/s/ Kristof Pierret
Name:		Kristof Pierret
Title:		Authorised signatory

NOMAD FOODS EUROPE HOLDINGS LIMITED, as a Subsidiary Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Authorised signatory

NOMAD FOODS EUROPE HOLDCO LIMITED, as a Subsidiary Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Authorised signatory

NOMAD FOODS EUROPE FINCO LIMITED, as a Subsidiary Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Authorised signatory


NOMAD FOODS EUROPE MIDCO LIMITED, as a Subsidiary Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Authorised signatory

NOMAD FOODS EUROPE LIMITED, as a Subsidiary Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Authorised signatory

NOMAD FOODS EUROPE IPCO LIMITED, as a Subsidiary Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Director

BIRDS EYE IRELAND LIMITED, as a Subsidiary Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Chief Financial Officer

BIRDS EYE LIMITED, as a Subsidiary Guarantor

By		/s/ Stacey Goff
Name:		Stacey Goff
Title:		Finance Director

NOMAD FOODS EUROPE FINANCE LIMITED, as a Subsidiary Guarantor

By		/s/ Ruben Baldew
Name:		Ruben Baldew
Title:		Director


FINDUS FINLAND OY, as a Subsidiary Guarantor

By		/s/ Stephanie Paasu
Name:		Stephanie Paasu
Title:		Member of the Board

NOMAD FOODS LUX S.À R.L., as a Subsidiary Guarantor

By		/s/ Frederick Van Dyk
Name:		Frederick Van Dyk
Title:		Manager

IGLO NEDERLAND B.V., as a Subsidiary Guarantor

By		/s/ Tim van Romondt
Name:		Tim van Romondt
Title:		Country Manager

LION/GEM NORWAY 1 AS, as a Subsidiary Guarantor

By		/s Yann Fabrice Montalbot
Name:		Yann Fabrice Montalbot
Title:		Attorney-in-Fact

FINDUS NORGE AS, as a Subsidiary Guarantor

By		/s/ Yann Fabrice Montalbot
Name:		Yann Fabrice Montalbot
Title:		Attorney-in-Fact

FINDUS ESPAÑA S.L.U., as a Subsidiary Guarantor

By		/s/ Mauro Gonzalez-Regueral Corredoira
Name:		Mauro Gonzalez-Regueral Corredoira
Title:		Factory Director

By		/s/ Eduardo Delgado
Name:		Eduardo Delgado
Title:		Country Manager


FINDUS SVERIGE HOLDINGS AB, as a Subsidiary Guarantor

By		/s/ Ulrika Björkholm
Name:		Ulrika Björkholm
Title:		Board Member, Factory Manager

FINDUS SVERIGE AB, as a Subsidiary Guarantor

By		/s/ Ulrika Björkholm
Name:		Ulrika Björkholm
Title:		Board Member, Factory Manager

FRIONOR SVERIGE AB, as a Subsidiary Guarantor

By		/s/ Ulrika Björkholm
Name:		Ulrika Björkholm
Title:		Board Member, Factory Manager

FOODVEST INTERNATIONAL AB, as a Subsidiary Guarantor

By		/s/ Ulrika Björkholm
Name:		Ulrika Björkholm
Title:		Board Member, Factory Manager

NOMAD FOODS US LLC, as a Subsidiary Guarantor

By		/s/ Neil Fletcher
Name:		Neil Fletcher
Title:		Manager


GLAS TRUST COMPANY LLC as Trustee

by		/s/ Antra Grundsteina
		Name: /s/ Antra Grundsteina
		Title: Authorised Signatory


GLAS TRUST COMPANY LLC as the Paying Agent

by		/s/ Antra Grundsteina
		Name: Antra Grundsteina
		Title: Authorised Signatory


No. ______		€ ______________________


GLAS TRUST COMPANY LLC, as Registrar and Transfer Agent

by		/s/ Antra Grundsteina
		Name: Antra Grundsteina
		Title: Authorised Signatory


KROLL TRUSTEE SERVICES LIMITED, as Security Agent

by		/s/ Christian Hain
		Name: Christian Hain
		Title: Transaction Manager


GLAS TRUST COMPANY LLC, not in its individual capacity but solely as
Authenticating Agent duly appointed by
GLAS Trust Company LLC, as Trustee

By:
Name:
Title:


Twelve-month period commencing July 15,	Redemption Price
2029		102.6250	%
2030		101.3125	%
2031 and thereafter		100.000	%


(1)	☐	the Issuer; or

(2)	☐	the Registrar for registration in the name of the Holder, without transfer; or

(3)	☐	pursuant to an effective registration statement under the U.S. Securities Act of 1933; or

(4)	☐	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or

(5)	☐	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or

(6)	☐	pursuant to Rule 144 under the U S. Securities Act of 1933 or another available exemption from registration.


Security provider	Transaction Security Documents	Governing Law

Nomad Foods Limited; Nomad Foods Europe Limited; Nomad Foods Europe Midco Limited Nomad Foods Europe Finco Limited; Nomad Foods Bondco plc; Nomad Foods Europe IPco Limited; Birds Eye Limited; Nomad Foods Europe Finance Limited; Nomad Foods Europe Holdings Limited; and Nomad Foods Europe Holdco Limited	Supplemental debenture incorporating fixed and floating charges over all present and future assets	England and Wales



Iglo Austria GmbH	Security confirmation and fifth ranking pledge agreement over financial collateral	Austria

Iglo Austria Holding GmbH	Security confirmation and fifth ranking receivables pledge over intercompany receivables (above a threshold of EUR 5 million) Security confirmation and fifth ranking security in respect of the share pledge over the shares of Iglo Austria GmbH	Austria

iglo Holding GmbH	Junior ranking share pledge over the shares of Liberator German NewCo GmbH Junior ranking bank account pledge (excluding any cash pooling accounts) Confirmatory security over assignment of intercompany receivables (above a threshold of EUR 5 million)	Germany

iglo GmbH	Junior ranking bank account pledge (excluding any cash pooling accounts) Confirmatory security over IP Assignment of iglo GmbH’s intellectual property rights	Germany

Liberator German Newco GmbH	Junior ranking bank account pledge (excluding any cash pooling accounts)	Germany

Frozen Fish International GmbH	Junior ranking bank account pledge (excluding any cash pooling accounts) Confirmatory security over assignment and IP Assignment over Frozen Fish International GmbH’s intellectual property rights	Germany

Findus Sverige Holdings AB	Security confirmation in respect of: • a bank account pledge (excluding any cash pooling accounts) • an assignment of intercompany receivables (above a threshold of EUR 5 million) • a share pledge over the shares of Findus Sverige AB	Sweden



Findus Sverige AB	Security confirmation in respect of: • a bank account pledge (excluding any cash pooling accounts) • a share pledge over the shares of Frionor Sverige AB	Sweden

Frionor Sverige AB	Security confirmation in respect of an assignment of intercompany receivables (above a threshold of EUR 5 million)	Sweden

Foodvest International AB	Security confirmation in respect of an assignment of intercompany receivables (above a threshold of EUR 5 million)	Sweden

Birds Eye Ireland Limited	All-assets debenture between Birds Eye Ireland Limited and the Security Agent	Ireland