Form 8-K HORMEL FOODS CORP /DE/ For: Jul 13

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) July 13, 2015

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – FINANCIAL INFORMATION

Item 2.01  Completion of Acquisition or Disposition of Assets

On July 13, 2015, Hormel Foods Corporation (the Company) completed the previously announced acquisition of Applegate Farms, LLC, owner of Applegate®, the No. 1 brand in the natural and organic value-added prepared meats category.

The purchase price is approximately $775 million.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously disclosed, on June 24, 2015, the Company entered into a $400,000,000 unsecured 5 year revolving credit facility and a $300,000,000 18 month term loan facility for a combined $700,000,000 facility.  On July 13, 2015, in connection with the completion of the acquisition of Applegate Farms, LLC, the Company borrowed $300,000,000 under the 18 month term loan facility and $50,000,000 under the unsecured 5 year revolving credit facility.  Initial interest on funds borrowed under both facilities will be charged based on the 30 day LIBOR plus 67.5 bps, or 0.865%.

The Company’s Amended and Restated Credit Agreement was filed as Exhibit 99 to the Form 8-K filed with the Securities and Exchange Commission on June 24, 2015 and is incorporated herein by reference.

Section 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On July 13, 2015, the Company issued a press release announcing the closing of the acquisition of Applegate Farms, LLC, owner of Applegate®, the No. 1 brand in the natural and organic value-added prepared meats category.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)       Exhibits furnished pursuant to Item 7.01

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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.

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Exhibit 99.1

Hormel Foods Closes Acquisition of Applegate

AUSTIN, Minn. (July 13, 2015) — Hormel Foods Corporation (NYSE: HRL) today announced the closing of its acquisition of Applegate Farms, LLC (Applegate), owner of the Applegate® brand.

Applegate® is the No. 1 brand in the natural and organic value-added prepared meats category. As a growing number of consumers choose natural and organic products, this purchase provides Hormel Foods and the Applegate® brand a faster path to expanded offerings in this high-growth category. Applegate will operate autonomously as a stand-alone subsidiary in the company’s Refrigerated Foods segment.

The 2015 annual sales for Applegate are expected to be about $340 million. The purchase price is approximately $775 million. Including estimated deal costs and fair value adjustments, the deal is projected to be neutral to Hormel Foods earnings per share in fiscal 2015 and accretive by approximately 7 to 8 cents per share in fiscal 2016. Hormel Foods expects this acquisition to be accretive to company growth targets.

About Hormel Foods

Hormel Foods Corporation, based in Austin, Minn., is a multinational manufacturer and marketer of consumer-branded food and meat products, many of which are among the best known and trusted in the food industry. The company leverages its extensive expertise, innovation and high competencies in pork and turkey processing and marketing to bring branded, value-added products to the global marketplace. The company is a member of the Standard & Poor’s (S&P) 500 Index, S&P 500 Dividend Aristocrats for 2014, was named the 2013 Sustainable Supply Chain of the Year by Refrigerated & Frozen Foods magazine, and was again named one of “The 100 Best Corporate Citizens” by Corporate Responsibility Magazine for the seventh year in a row. Hormel Foods was also recognized as a 2015 Military Friendly Employer by G.I. Jobs magazine, on the 2015 Best for Vets Employers List by Military Times, and was named one of the 2015 40 Best Companies for Leaders by Chief Executive magazine. The company enjoys a strong reputation among consumers, retail grocers, foodservice and industrial customers for products highly regarded for quality, taste, nutrition, convenience and value. For more information, visit http://www.hormelfoods.com.

Forward-Looking Statements

This news release contains forward-looking information based on management’s current views and assumptions. Actual events may differ materially. Factors that may affect actual results include, but are not limited to: whether and when the Company will be able to realize the expected financial results and accretive effect of the transaction, and how customers, competitors, suppliers and employees will react to the transaction.  Please refer to the cautionary statement regarding Forward-Looking Statements and Risk Factors on pages 34-40 in the company’s Form 10-Q for the fiscal quarter ended April 26, 2015.  The company’s Form 10-Q can be accessed at www.hormelfoods.com under “Investors-SEC Filings.”

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