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): October 14, 2020

Registrant’s telephone number, including area code: (401) 528-8634

(Former name or former address, if changed since last report.)

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))

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

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).

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.

Item 8.01    Other Events

On October 14, 2020, United Natural Foods, Inc. (the “Company”) issued a press release announcing the commencement of the offering of $400 million aggregate principal amount of its senior notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additionally, on October 15, 2020, the Company issued a press release announcing the upsizing and pricing of $500 million aggregate principal amount of 6.750% Senior Notes due 2028 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes will be the Company’s general unsecured senior obligations and will be guaranteed by each of the Company’s existing and future subsidiaries that are borrowers under or that guarantee its asset-based revolving credit facility and term loan facility. The closing of the sale of the Notes is scheduled for October 22, 2020, subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

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.

Date:    October 15, 2020

		Exhibit

Exhibit 99.1

UNFI Announces Intention To Offer Senior Notes

Providence, Rhode Island - October 14, 2020 -- United Natural Foods, Inc. (NYSE: UNFI) (“UNFI”) today announced that it intends, subject to market and other customary conditions, to offer (the “Offering”) $400 million in aggregate principal amount of Senior Notes due 2028 (the “Notes”).

UNFI intends to use the net proceeds of the Offering to repay a portion of the amounts outstanding under its term loan facility (including accrued and unpaid interest with respect to such amounts).

The Notes will be offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes or any other securities, nor shall there be any sales of Notes or other securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Investor Contact:

Steve Bloomquist, 952-828-4144

Steve.j.bloomquist@unfi.com

		Exhibit

Exhibit 99.2

UNFI Announces Upsizing and Pricing of Notes Offering

Providence, Rhode Island - October 15, 2020 -- United Natural Foods, Inc. (NYSE: UNFI) (“UNFI”) today announced that it has priced its previously announced notes offering and has agreed to issue and sell $500 million aggregate principal amount of 6.750% Senior Notes due 2028 (the “Notes”). The aggregate principal amount of Notes to be issued in the offering was increased to $500 million from the previously announced $400 million. The Notes will be sold to investors at par.

UNFI intends to use the net proceeds of the Notes offering to repay a portion of the amounts outstanding under its term loan facility (including accrued and unpaid interest with respect to such amounts). The Notes will be UNFI’s senior unsecured obligations and will be guaranteed by each of UNFI’s existing and future subsidiaries that are borrowers under or that guarantee its asset-based revolving credit facility and term loan facility. The closing of the sale of the Notes is scheduled for October 22, 2020, subject to customary closing conditions.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements. Accordingly, the Notes will be offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

INVESTOR CONTACT:

Steve Bloomquist, 952-828-4144

Steve.j.bloomquist@unfi.com