Item 8.01 - Other Events
On April 20, 2020, Campbell Soup Company (“Campbell”) priced an offering of $1,000,000,000 aggregate principal amount of senior unsecured notes, consisting of $500,000,000 aggregate principal amount of notes bearing interest at a fixed rate of 2.375% per annum, due April 24, 2030 (the “2030 Notes”), and $500,000,000 aggregate principal amount of notes bearing interest at a fixed rate of 3.125% per annum, due April 24, 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”).
The Notes were offered and sold pursuant to an Underwriting Agreement dated April 20, 2020 (the “Underwriting Agreement”) among Campbell and Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as representatives of the several underwriters named therein, under Campbell’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-219217) filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2017. Campbell has filed with the SEC a prospectus supplement, dated April 20, 2020, together with the accompanying prospectus, dated July 10, 2017, relating to the offering and sale of the Notes. The Notes were issued on April 24, 2020 pursuant to an indenture dated as of March 19, 2015 (the “Indenture”) between Campbell and Wells Fargo Bank, National Association, as trustee.
The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the forms of Notes, each of which is incorporated by reference into the Registration Statement. The Underwriting Agreement, the Indenture and the forms of the 2030 Notes and the 2050 Notes are attached to (or incorporated by reference as an exhibit to) this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2.1 and Exhibit 4.2.2, respectively.