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): November 10, 2021

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).

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. ☐

Item 1.01    Entry into a Material Definitive Agreement.

On November 10, 2021, United Natural Foods, Inc., a Delaware corporation (the "Company"), and SUPERVALU INC. (the "Co-Borrower" and, together with the Company, the "Borrowers"), the guarantors party thereto, the certain financial institutions that are parties thereto as lenders, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (the "Agent") entered into the Amendment No. 2 to the Term Loan Agreement (the "Amendment"), amending the Term Loan Agreement dated as of October 22, 2018, as amended (as further amended, the "Term Loan Agreement"), among the Borrowers, the guarantors party thereto, the lenders from time to time party thereto, and the Agent.

The Amendment provides for (i) the reduction of the Applicable Rate for Eurocurrency Rate Loans (as defined in the Term Loan Agreement) from 3.50% to 3.25%, (ii) the reduction of the Applicable Rate for Base Rate Loans (as defined in the Term Loan Agreement) from 2.50% to 2.25% and (iii) other administrative changes.

Except as described above, all of the other material terms of the Term Loan Agreement remain unchanged and in full force and effect. The foregoing description of the Amendment in this Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which will be filed as an Exhibit to UNFI’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the Amendment issued by the Company on November 10, 2021 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

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: November 10, 2021

Document

Exhibit 99.1

UNFI Announces Repricing of Senior Secured Term Loan

Providence, Rhode Island – November 10, 2021 -- United Natural Foods, Inc. (NYSE: UNFI) (“UNFI”) today announced that it has successfully completed the repricing of its senior secured term loan facility. The amendment to the term loan agreement reduces the Applicable Rate (as defined in the term loan agreement) from 3.50% to 3.25% for LIBOR-based loans, while the LIBOR floor remains at 0.00%. All other material terms of the term loan, including operating covenants and maturity date, were unchanged by the amendment.

Additionally, S&P Global and Moody’s Investors Service both recently raised their corporate credit ratings for UNFI to ‘B+’ and ‘Ba3’, respectively, on improved operating performance and credit metrics. Copies of these rating upgrade announcements can be found on the investor relations section of UNFI’s website.

About United Natural Foods

UNFI is North America's premier food wholesaler delivering the widest variety of products to customer locations throughout North America including natural product superstores, independent retailers, conventional supermarket chains, ecommerce retailers, and food service customers. By providing this deeper ‘full-store’ selection and compelling brands for every aisle, UNFI is uniquely positioned to deliver great food, more choices, and fresh thinking to customers everywhere. Today, UNFI is the largest publicly-traded grocery distributor in America. To learn more about how UNFI is Fueling the Future of Food, visit www.unfi.com.

INVESTOR CONTACT:

Steve Bloomquist

Vice President, Investor Relations

952-828-4144 sbloomquist@unfi.com