Obbligazione Conagra Groupe 0% ( US205887BW12 ) in USD

Emittente Conagra Groupe
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US205887BW12 ( in USD )
Tasso d'interesse 0%
Scadenza 09/10/2020 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Conagra Brands US205887BW12 in USD 0%, scaduta


Importo minimo 2 000 USD
Importo totale 500 000 000 USD
Cusip 205887BW1
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Conagra Brands č una societą multinazionale di beni di consumo alimentare con sede negli Stati Uniti, proprietaria di marchi di alimenti confezionati come Hunt's, Orville Redenbacher's e Slim Jim.

The Obbligazione issued by Conagra Groupe ( United States ) , in USD, with the ISIN code US205887BW12, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 09/10/2020







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Table of Contents
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
maximum
maximum
Title of each class of securities
Amount to be
offering price
aggregate
Amount of
to be registered

registered

per unit

offering price
registration fee (1)
Floating Rate Notes due 2020

$500,000,000

100%

$500,000,000

$62,250


(1)
The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-219411

PROSPECTUS SUPPLEMENT
$500,000,000


$500,000,000 Floating Rate Notes due 2020
We are offering $500,000,000 principal amount of our Floating Rate Notes due 2020, which we refer to in this prospectus supplement as
our "notes." The notes will bear interest at a rate equal to three-month LIBOR plus 0.50% per annum and will mature on October 9, 2020.
We will pay interest on the notes quarterly on January 9, April 9, July 9 and October 9 of each year, commencing on January 9, 2018.
We do not have the right to redeem the notes prior to maturity. If a change of control triggering event occurs, we will be required to
offer to purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding,
the date of purchase. See "Description of the Notes--Change of Control Offer."
The notes will be our senior unsecured obligations and will rank equally with all our other senior unsecured debt from time to time
outstanding, but will be effectively junior to our secured indebtedness and will not be the obligation of any of our subsidiaries.
The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any
securities exchange or any automated quotation system.
Investing in the notes involves risks that are described or referred to in the "Risk Factors" section beginning on page S-6 of this
prospectus supplement.



Per Note
Total

Public offering price(1)

100.000%
$500,000,000
Underwriting discount


0.350%
$
1,750,000
Proceeds (before expenses) to us(1)

99.650%
$498,250,000

(1) Plus accrued interest, if any, from October 12, 2017 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
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offense.
Delivery of the notes offered hereby in book-entry form will be made only through the facilities of The Depository Trust Company for
the accounts of its participants, including Euroclear Bank, S.A./N.V. ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), on or about
October 12, 2017.


Joint Book-Running Managers

Wells Fargo Securities


HSBC
Barclays

Mizuho Securities

MUFG


The date of this prospectus supplement is October 10, 2017
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-
ii
Where You Can Find More Information
S-
ii
Information We Incorporate By Reference
S-
ii
Notice To Investors In The European Economic Area
S-
iii
Notice To Investors In The United Kingdom
S-
iii
Forward-Looking Statements
S-
iv
Summary
S-
1
Risk Factors
S-
6
Use Of Proceeds
S-10
Capitalization
S-11
Description Of Other Indebtedness
S-12
Description Of The Notes
S-15
Certain United States Federal Income Tax Considerations
S-28
Certain ERISA Considerations
S-33
Underwriting (Conflict Of Interest)
S-36
Legal Matters
S-39
Experts
S-39
Prospectus
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About This Prospectus
1
Where You Can Find More Information
1
Information We Incorporate By Reference
1
Disclosure Regarding Forward-Looking Statements
3
The Company
4
Risk Factors
4
Use Of Proceeds
5
Ratio Of Earnings To Fixed Charges
5
Description Of Capital Stock
5
Description Of Debt Securities
7
Plan Of Distribution
15
Legal Matters
17
Experts
17

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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering in two separate documents. The accompanying prospectus provides general
information about us and the securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement
describes the specific details regarding this offering and the notes offered hereby. Additional information is incorporated by reference in this
prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this
prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying
prospectus, in any free writing prospectus that we may provide to you and any other information to which we may refer you. We have not, and the
underwriters have not, authorized anyone to provide you with additional or different information. You should not assume that the information
contained in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other
than the respective dates mentioned on the cover page of those documents. Our business, financial condition, results of operations and prospects
may have changed since those respective dates. We are not, and the underwriters are not, making offers to sell the securities in any jurisdiction in
which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to
whom it is unlawful to make an offer or solicitation.
References in this prospectus supplement to the terms "we," "us," "Conagra," "Conagra Brands," the "Company" or other similar terms
mean Conagra Brands, Inc. and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the
Exchange Act. We file reports, proxy statements and other information with the U.S. Securities and Exchange Commission, which we refer to as
the SEC. Our SEC filings are available over the Internet at the SEC's website at http://www.sec.gov. You may read and copy any reports,
statements and other information filed by us at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call 1-
800-SEC-0330 for further information about the Public Reference Room. You may also inspect our SEC reports and other information at our
website at http://www.conagrabrands.com. The information contained on or accessible through our website is not part of or incorporated by
reference in this prospectus supplement or the accompanying prospectus, other than the documents that we file with the SEC that are incorporated
by reference in this prospectus supplement or the accompanying prospectus.
INFORMATION WE INCORPORATE BY REFERENCE
The SEC allows us to incorporate by reference the information we file with them, which means:
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·
incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;


·
we can disclose important information to you by referring you to those documents; and

·
information that we file with the SEC after the date of this prospectus supplement will automatically update and supersede the

information contained in this prospectus supplement and the accompanying prospectus and incorporated filings.
We incorporate by reference the documents listed below that we filed with the SEC under the Exchange Act:


·
our Annual Report on Form 10-K for the fiscal year ended May 28, 2017;

S-ii
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·
our Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2017; and


·
our Current Reports on Form 8-K filed with the SEC on July 25, 2017 and September 28, 2017 (Item 5.07 only).
We also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act on or after the date of this prospectus supplement and prior to the termination of the offering under this prospectus supplement. We
will not, however, incorporate by reference in this prospectus supplement or the accompanying prospectus any documents or portions thereof that
are not deemed "filed" with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K
after the date of this prospectus supplement unless, and except to the extent, specified in such Current Reports.
We will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically
incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing or telephoning us at the following address or
telephone number:
Conagra Brands, Inc.
222 Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
Attention: Corporate Secretary
Telephone: (312) 549-5000
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive (as
defined herein). This prospectus supplement and the accompanying prospectus have each been prepared on the basis that all offers of the notes in
any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus in connection with offers of the notes.
Accordingly, any person making or intending to make any offer in that Relevant Member State of notes which are the subject of the offering
contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for
Conagra Brands or any underwriter to produce a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither
Conagra Brands nor the underwriters have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an
obligation arises for Conagra Brands or the underwriters to publish a prospectus for such offer. The expression "Prospectus Directive" means
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant
Member State.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the
issue of any notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorised person for the
purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such
documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have
professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article
19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), or who fall within Article 49(2)(a) to (d) of
the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all
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such persons together being referred to as "relevant persons"). In the

S-iii
Table of Contents
United Kingdom, the notes offered hereby are only available to, and any investment or investment activity to which this prospectus supplement and
the accompanying prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant
person should not act or rely on this prospectus supplement, the accompanying prospectus or any of their contents.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the documents incorporated by reference, contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Exchange Act.
These forward-looking statements are based on management's current views and assumptions of future events and financial performance and are
subject to certain risks, uncertainties and changes in circumstances. These forward-looking statements include, among others, statements regarding
our expected future financial performance or position, results of operations, business strategy, plans and objectives of management for future
operations, and other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words,
such as "may," "will," "anticipate," "expect," "believe," "estimate," "intend," "plan," "should," "seek" or comparable terms. Such forward-looking
statements are not guarantees of performance or results. Forward-looking statements provide our current expectations and beliefs concerning future
events and are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and could cause
our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. In addition to the risk
factors referred to or described in this prospectus supplement under "Risk Factors," as well as in documents incorporated by reference into this
prospectus supplement and the accompanying prospectus, important factors that could cause our actual results to differ materially from those in
forward-looking statements include, among others:

·
our ability to timely complete pending acquisitions and dispositions and to achieve the intended benefits of acquisitions and

divestitures, including the recent spin-off of our Lamb Weston business, the proposed divestiture of the Wesson® oil business, and
the proposed acquisition of Angie's Artisan Treats, LLC;


·
general economic and industry conditions;


·
our ability to successfully execute our long-term value creation strategy;


·
our ability to access capital;

·
our ability to execute our operating and restructuring plans and achieve our targeted operating efficiencies from cost-saving

initiatives and to benefit from trade optimization programs;


·
the effectiveness of our hedging activities, and our ability to respond to volatility in commodities;


·
the competitive environment and related market conditions;


·
our ability to respond to changing consumer preferences and the success of our innovation and marketing investments;


·
the ultimate impact of any product recalls and litigation, including litigation related to the lead paint and pigment matters;


·
actions of governments and regulatory factors affecting our businesses;


·
the availability and prices of raw materials, including any negative effects caused by inflation or weather conditions;

S-iv
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·
risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges;

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·
the costs, disruption, and diversion of management's attention associated with campaigns commenced by activist investors; and


·
other risks described in our most recent Annual Report on Form 10-K and subsequent reports we file with the SEC.
The forward-looking statements in this prospectus supplement and in the documents incorporated by reference speak only as of the date
of the document in which the forward-looking statement is made, and we undertake no obligation to update or revise any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as required by applicable law.

S-v
Table of Contents
SUMMARY
The following summary information is qualified in its entirety by the information contained elsewhere in this prospectus supplement
and the accompanying prospectus, including the documents we have incorporated by reference, and in the indenture as described under
"Description of the Notes." Because this is a summary, it does not contain all the information that may be important to you. We urge you to
read this entire prospectus supplement and the accompanying prospectus, including the documents incorporated by reference, carefully,
including the "Risk Factors" section and our consolidated financial statements and the related notes.
The Company
We are one of North America's leading branded food companies. Guided by an entrepreneurial spirit, the Company combines a rich
heritage of making great food with a sharpened focus on innovation. The Company's portfolio is evolving to satisfy people's changing food
preferences. Its iconic brands such as Marie Callender's®, Reddi-wip®, Hunt's®, Healthy Choice®, Slim Jim®, and Orville Redenbacher's®,
as well as emerging brands, including Alexia®, Blake's®, Duke's®, and Frontera®, offer choices for every occasion.
Our Grocery & Snacks reporting segment principally includes branded, shelf stable food products sold in various retail channels in
the United States.
Our Refrigerated & Frozen reporting segment principally includes branded, temperature controlled food products sold in various
retail channels in the United States.
Our International reporting segment principally includes branded food products, in various temperature states, sold in various retail
and foodservice channels outside of the United States.
Our Foodservice reporting segment includes branded and customized food products, including meals, entrees, sauces and a variety
of custom-manufactured culinary products, packaged for sale to restaurants and other foodservice establishments in the United States.
Our Commercial reporting segment included commercially branded and private label food and ingredients, which were sold
primarily to commercial, restaurant, foodservice, food manufacturing, and industrial customers. The segment's primary food items included a
variety of vegetable, spice, and frozen bakery goods, which were sold under brands such as Spicetec Flavors & Seasonings®. In the first
quarter of fiscal 2017, we sold our Spicetec and JM Swank businesses. These businesses comprised the entire Commercial segment following
the presentation of Lamb Weston as discontinued operations.
Corporate Information
We were initially incorporated as a Nebraska corporation in 1919 and were reincorporated as a Delaware corporation in December
1975. Our principal executive offices are located at 222 Merchandise Mart Plaza, Suite 1300, Chicago, Illinois 60654, and our main telephone
number is (312) 549-5000. Our website is www.conagrabrands.com. The information contained on or accessible through our website is not
part of or incorporated by reference in this prospectus supplement or the accompanying prospectus, other than the documents that we file with
the SEC that are incorporated by reference in this prospectus supplement or the accompanying prospectus. For additional information
concerning Conagra Brands, please see our most recent Annual Report on Form 10-K and our subsequent filings with the SEC, which are
incorporated by reference into this prospectus supplement. See "Where You Can Find More Information."


S-1
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Table of Contents
Ratio of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for the periods presented.


Thirteen Weeks Ended
Fiscal Years Ended



August 27, 2017
2017 2016 2015 2014 2013
Ratio of earnings to fixed charges

6.5x 4.5x 1.4x 2.8x 1.9x 2.6x
For purposes of calculating the ratio of earnings to fixed charges, earnings are equal to the amount resulting from (1) adding
(a) income from continuing operations before income taxes and equity method investment earnings, (b) fixed charges and (c) distributed
income of equity method investments and (2) subtracting capitalized interest. Fixed charges are equal to the sum of (1) interest expense,
(2) capitalized interest and (3) an estimate of the interest within rental expense.


S-2
Table of Contents
Conagra Brands Summary Consolidated Financial Data
The following table sets forth summary consolidated financial data as of and for each of the fiscal years ended May 2015 through
2017 and as of and for each of the thirteen-week periods ended August 27, 2017 and August 28, 2016. Our fiscal year ends on the last Sunday
in May. The summary consolidated financial data as of May 2016 and 2017 and for each of the fiscal years ended May 2015, 2016 and 2017
have been derived from our audited consolidated financial statements and should be read together with those audited consolidated financial
statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our
Annual Report on Form 10-K for our fiscal year ended May 28, 2017, which is incorporated by reference in this prospectus supplement and
the accompanying prospectus. The summary consolidated financial data as of May 2015 have been derived from our audited consolidated
financial statements not incorporated by reference in this prospectus supplement. The summary consolidated financial data as of and for the
thirteen-week periods ended August 27, 2017 and August 28, 2016 are derived from our unaudited consolidated financial statements and
should be read together with those unaudited consolidated financial statements and related notes and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained in our Quarterly Report on Form 10-Q for the quarterly period ended August 27,
2017, which is incorporated by reference in this prospectus supplement and the accompanying prospectus. In the opinion of our management,
our unaudited consolidated financial statements were prepared on the same basis as our audited consolidated financial statements and include
all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of this information. Results of operations for
the thirteen-week period ended August 27, 2017 are not necessarily indicative of results of operations that may be expected for the full fiscal
year.


For the Thirteen Weeks Ended
For the Fiscal Year Ended

August 27,
August 28,


2017

2016
May 28, 2017 May 29, 2016 May 31, 2015


(dollars in millions)

Income Statement Data





Net sales(1)
$
1,804.2 $
1,895.6 $
7,826.9 $
8,664.1 $
9,034.0
Income from continuing operations(1)

153.6
98.6
546.0
128.5
451.3
Net income (loss) attributable to Conagra Brands,
Inc.(2)

152.5
186.2
639.3
(677.0)
(252.6)
Balance Sheet Data (as of period end)





Total assets
$
10,225.6 $
12,835.9 $
10,096.3 $
13,390.6 $
17,437.8
Senior long-term debt (noncurrent)(1)

2,571.1
4,219.9
2,573.3
4,685.5
6,676.0
Subordinated long-term debt (noncurrent)

195.9
195.9
195.9
195.9
195.9
Total long-term debt (noncurrent)

2,767.0
4,415.8
2,769.2
4,881.4
6,871.9

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(1) Amounts exclude the impact of discontinued operations of the ConAgra Mills operations, the Private Brands operations, and the Lamb Weston operations.

(2) Amounts include aggregate pre-tax goodwill and certain long-lived asset impairment charges in discontinued operations of $1.92 billion and $1.56 billion for
fiscal 2016 and 2015, respectively.


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Table of Contents
The Offering
The following summary of this offering contains basic information about the notes and is not intended to be complete. For a more
complete description of the terms of the notes offered hereby, see "Description of the Notes." For purposes of this section, references to
"Conagra Brands," "we," "us" or "our" include only Conagra Brands, Inc. and not any of its subsidiaries.

Issuer
Conagra Brands, Inc., a Delaware corporation.

Securities offered
$500,000,000 aggregate principal amount of Floating Rate Notes due 2020.

Maturity date
The notes will mature on October 9, 2020.

Interest payment dates
We will pay interest on the notes quarterly on January 9, April 9, July 9 and
October 9 of each year, commencing on January 9, 2018.

Interest rate
The notes will bear interest at a rate equal to three-month LIBOR plus 0.50% per
annum.

Optional redemption
We do not have the right to redeem the notes prior to maturity.

Change of control offer
If we experience a "Change of Control Triggering Event" (as defined in "Description of
the Notes--Change of Control Offer"), we will be required to offer to purchase the
notes at a purchase price equal to 101% of their principal amount, plus accrued and
unpaid interest, if any, to, but excluding, the date of purchase. See "Description of the
Notes--Change of Control Offer."

Certain covenants
The indenture governing the notes will contain certain restrictions, including a
limitation that restricts our ability and the ability of certain of our subsidiaries to create
or incur secured debt. Certain sale and leaseback transactions will be similarly limited.
See "Description of the Notes--Certain Covenants."

Ranking
The notes will be our senior unsecured obligations, will rank equally with all our other
senior unsecured debt, including all of our other unsubordinated notes, from time to
time outstanding, and will be structurally subordinated to the secured and unsecured
debt of Conagra Brands' subsidiaries. The notes will be exclusively our obligation, and
not the obligation of any of our subsidiaries. Our rights and the rights of any holder of
notes (or other of our creditors) to participate in the assets of any subsidiary upon that
subsidiary's liquidation or recapitalization will be subject to the prior claims of the
subsidiary's creditors, except to the extent that we may be a creditor with recognized
claims against the subsidiary. See "Description of the Notes--Ranking."

Form and denomination
The notes will be issued in fully registered form in denominations of $2,000 and in
integral multiples of $1,000 in excess thereof.

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DTC eligibility
The notes will be represented by global certificates deposited with, or on behalf of, The
Depository Trust Company, which we refer to as DTC, or its nominee. See "Description
of the Notes--Book-Entry; Delivery and Form."

Same day settlement
Beneficial interests in the notes will trade in DTC's same-day funds settlement system
until maturity. Therefore, secondary market trading activity in such interests will be
settled in immediately available funds.

Use of proceeds
We expect to receive net proceeds, after deducting underwriting discounts and estimated
offering expenses payable by us, of approximately $497.0 million from this offering.
We intend to use the net proceeds from this offering for general corporate purposes,
including the repayment of outstanding commercial paper at maturity and the repurchase
of our common stock. See "Use of Proceeds."

No listing of the notes
We do not intend to apply to list the notes on any securities exchange or to have the
notes quoted on any automated quotation system.

Governing law
The notes and the indenture will be governed by the laws of the State of New York.

Trustee, registrar, calculation agent and paying agent Wells Fargo Bank, National Association.

Risk factors
See "Risk Factors" and other information in this prospectus supplement and the
accompanying prospectus for a discussion of factors that should be carefully considered
before investing in the notes.

Conflict of interest
One or more of the underwriters may have a "conflict of interest" under FINRA Rule
5121(f)(5)(C)(ii). See "Underwriting (Conflict of Interest)."


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Table of Contents
RISK FACTORS
An investment in the notes involves risk. Prior to making a decision about investing in the notes, and in consultation with your own
financial and legal advisors, you should carefully consider the following risk factors regarding the notes and this offering, as well as the risk
factors incorporated by reference in this prospectus supplement from our Annual Report on Form 10-K for the year ended May 28, 2017 and our
Quarterly Report on Form 10-Q for the quarterly period ended August 27, 2017 under the heading "Risk Factors," and other filings we may make
from time to time with the SEC. You should also refer to the other information included or incorporated by reference in this prospectus supplement
and the accompanying prospectus, including our financial statements and the related notes. Additional risks and uncertainties that are not yet
identified may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment.
Our existing and future debt may limit cash flow available to invest in the ongoing needs of our business and could prevent us from fulfilling
our obligations under our outstanding debt securities, as well as the notes.
As of August 27, 2017, we had total long-term debt, including current installments, of approximately $2,965.7 million outstanding. We
have the ability under our existing revolving credit facility to incur substantial additional debt. Our level of debt could have important
consequences. For example, it could:
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·
make it more difficult for us to make payments on our debt;

·
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the

availability of our cash flow to fund working capital, capital expenditures, acquisitions, dividend increases, stock repurchases and
other general corporate purposes;


·
increase our vulnerability to adverse economic or industry conditions;


·
limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or


·
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
Additionally, any failure to meet required payments on our debt, or failure to comply with any covenants in the instruments governing
our debt, could result in an event of default under the terms of those instruments and a downgrade to our credit ratings. A downgrade in our credit
ratings would increase our borrowing costs and could affect our ability to issue commercial paper. In the event of a default, the holders of our debt
could elect to declare all the amounts outstanding under such instruments to be due and payable. Any default under the agreements governing our
debt and the remedies sought by the holders of such debt could render us unable to pay principal and interest on our debt.
The notes are subject to prior claims of any secured creditors and the creditors of our subsidiaries and if a default occurs we may not have
sufficient funds to fulfill our obligations under the notes.
The notes are unsecured general obligations of Conagra Brands, Inc., ranking equally with other senior unsecured debt of Conagra
Brands, Inc. but effectively junior to any senior secured debt of Conagra Brands, Inc. and the debt and other liabilities of our subsidiaries. The
indenture governing the notes will permit us and our subsidiaries to incur secured debt under specified circumstances. If we incur any secured debt,
our assets and the assets of our subsidiaries will be subject to prior claims by our secured creditors. In the event of our bankruptcy, liquidation,
reorganization or other winding up, assets that secure debt will be available to pay obligations on the notes only after all debt secured by those
assets has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated
creditors, including our trade creditors.
If Conagra Brands, Inc. incurs any additional obligations that rank equally with the notes, including trade payables, the holders of those
obligations will be entitled to share ratably with the holders of the notes in

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any proceeds distributed upon the insolvency, liquidation, reorganization, dissolution or other winding up of Conagra Brands, Inc. This may have
the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a portion of the
notes then outstanding would remain unpaid.
The indenture will not limit the amount of debt we may incur or restrict our ability to engage in other transactions that may adversely affect
holders of our notes.
The indenture under which the notes will be issued will not limit the amount of debt that we may incur. The indenture will not contain
any financial covenants or other provisions that would afford the holders of the notes any substantial protection in the event we participate in a
highly leveraged transaction. In addition, the indenture will not limit our ability to pay dividends, make distributions or repurchase shares of our
common stock. Any such transaction could adversely affect you.
We depend on cash flow of our subsidiaries to make payments on our securities.
Conagra Brands, Inc. is in part a holding company. Our subsidiaries conduct a significant percentage of our consolidated operations and
own a significant percentage of our consolidated assets. Consequently, our cash flow and our ability to meet debt service obligations of Conagra
Brands, Inc. depends in large part upon the cash flow of our subsidiaries and the payment of funds by the subsidiaries to us in the form of loans,
dividends or otherwise. Our subsidiaries are not obligated to make funds available to us for payment of the notes or otherwise. In addition, their
ability to make any payments will depend on their earnings, the terms of their debt, business and tax considerations and legal restrictions. The
notes will effectively rank junior to all liabilities of our subsidiaries. In the event of a bankruptcy, liquidation or dissolution of a subsidiary and
following payment of its liabilities, the subsidiary may not have sufficient assets remaining to make payments to us as a shareholder or otherwise.
Active trading markets for the notes may not develop.
https://www.sec.gov/Archives/edgar/data/23217/000119312517307880/d466260d424b5.htm[10/11/2017 3:39:54 PM]


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