Campbell Soup Acquires Sovos Brands for $2.7B

TL;DR

CPB just bought Sovos Brands for $2.7B - big expansion incoming!

AI Summary

On March 12, 2024, Campbell Soup Company (CPB) announced the completion of its acquisition of Sovos Brands, Inc. for approximately $2.7 billion. This strategic move is expected to enhance Campbell's brand portfolio and expand its market presence.

Why It Matters

This acquisition significantly expands Campbell Soup's product offerings and market reach, potentially leading to increased revenue and market share in the food industry.

Risk Assessment

Risk Level: medium — The acquisition involves a significant financial commitment and integration challenges, which could impact Campbell's financial performance and operational efficiency.

Key Numbers

• $2.7B — Acquisition Price (Total amount paid by Campbell Soup Company for Sovos Brands, Inc.)

Key Players & Entities

• Campbell Soup Company (company) — Acquiring company
• Sovos Brands, Inc. (company) — Acquired company
• $2.7 billion (dollar_amount) — Acquisition price
• March 12, 2024 (date) — Date of acquisition completion

FAQ

Key Financial Figures

• $0.001 — , each share of common stock, par value $0.001 per share of Sovos (" Sovos Common Stoc
• $23.00 — t to receive an amount in cash equal to $23.00 per share of Sovos Common Stock, withou
• $0.0375 — of common stock of Campbell, par value $0.0375 per share, having equivalent value and
• $2 b — an aggregate principal amount of up to $2 billion, which has a maturity date of Oct
• $2 billion — rrowed an aggregate principal amount of $2 billion under the Credit Agreement to finance a
• $925 million — 11, 2024, the Company had approximately $925 million of borrowings outstanding under its com

Filing Documents

• dp208176_8k.htm (8-K) — 35KB
• dp208176_ex9901.htm (EX-99.1) — 55KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 5KB
• 0000950103-24-003686.txt ( ) — 290KB
• cpb-20240312.xsd (EX-101.SCH) — 3KB
• cpb-20240312_lab.xml (EX-101.LAB) — 33KB
• cpb-20240312_pre.xml (EX-101.PRE) — 22KB
• dp208176_8k_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On March 12, 2024, Campbell Soup Company, a New Jersey corporation (" Campbell " or the " Company "), consummated the previously announced transaction with Sovos Brands, Inc., a Delaware corporation (" Sovos "), pursuant to the Agreement and Plan of Merger (the " Merger Agreement "), dated as of August 7, 2023, among the Company, Sovos and Premium Products Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (" Merger Sub "). Pursuant to the Merger Agreement, at the effective time of the Merger (the " Effective Time "), Merger Sub merged with and into Sovos, with Sovos surviving as a wholly owned subsidiary of the Company (the " Merger "). Merger Consideration Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.001 per share of Sovos (" Sovos Common Stock ") (other than shares of Sovos Common Stock (i) held by Sovos as treasury stock or owned by the Company or Merger Sub immediately prior to the Effective Time, (ii) held by any subsidiary of either Sovos or the Company (other than Merger Sub) immediately prior to the Effective Time and (iii) any dissenting Sovos Common Stock) was canceled and automatically converted into the right to receive an amount in cash equal to $23.00 per share of Sovos Common Stock, without interest (the " Merger Consideration "). In addition, at the Effective Time: Each restricted share of Sovos Common Stock that was outstanding as of immediately prior to the Effective Time (each, " Sovos Restricted Stock ") was canceled in exchange for the Merger Consideration; provided that each share of Sovos Restricted Stock which vests solely based on the achievement of a performance condition and for which the applicable performance condition remained unsatisfied (after giving effect to the Merger) was, in accordance with its existing terms, forfeited to the Sovos Brands Limited Partnership as of immediat

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously reported, on October 10, 2023, the Company entered into a Delayed Draw Term Loan Credit Agreement (the " Credit Agreement ") with the various lenders named therein and Bank of America, N.A., as administrative agent for the lenders. Subject to the terms and conditions set forth in the Credit Agreement, the lenders have provided the Company with an unsecured delayed draw term loan facility in an aggregate principal amount of up to $2 billion, which has a maturity date of October 8, 2024. Loans under the Credit Agreement bear interest at the rates specified in the Credit Agreement, which vary based on the type of loan and certain other conditions. The Credit Agreement contains customary mandatory prepayments and commitment reductions, representations and warranties, affirmative and negative covenants, including a financial covenant with respect to a minimum consolidated interest coverage ratio of consolidated adjusted EBITDA to consolidated interest expense of not less than 3.25:1.00, and events of default for credit facilities of this type. The Company will pay a ticking fee on unused term loan commitments at a rate of 0.10% that commenced with the effective date of the Credit Agreement. Additionally, the Company will pay a funding fee equal to 0.20% of the aggregate principal amount of term loans funded under the Credit Agreement to the extent remaining outstanding on the date that is ninety (90) days after the initial borrowing date. The proceeds of the loans under the Credit Agreement can only be used in connection with the acquisition by the Company of Sovos and to pay fees and expenses incurred in connection with the foregoing. The loans under the Credit Agreement became available to the Company concurrently with the closing of the Merger, and, on the date hereof, the Company borrowed an aggregate principal amount of $2

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 12, 2024, Campbell issued a press release announcing the consummation of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference. The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of August 7, 2023, by and among Campbell Soup Company, Premium Products Merger Sub, Inc. and Sovos Brands, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Campbell Soup Company with the SEC on August 7, 2023) 10.1 Delayed Draw Term Loan Credit Agreement, dated October 10, 2023, by and among Campbell Soup Company, Bank of America, N.A., as administrative agent and the lenders party thereto. (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K filed by Campbell Soup Company with the SEC on October 11, 2023) 99.1 Press Release, dated as of March 12, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

SIGNATURES

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. CAMPBELL SOUP COMPANY Date: March 12, 2024 By: /s/ Carrie L. Anderson Name: Carrie L. Anderson Title: Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR