CONAGRA BRANDS, INC. (NYSE:CAG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On February16, 2017, Conagra Brands, Inc. (the Company), entered
into a Revolving Credit Agreement (the Credit Agreement) with
Bank of America, N.A., as administrative agent and a lender,
JPMorgan Chase Bank, N.A., as syndication agent and a lender, and
the other financial institutions party thereto. The Credit
Agreement provides for a revolving credit facility in a maximum
aggregate principal amount outstanding at any one time of
$1.25billion (subject to increase to a maximum aggregate
principal amount of $1.75 billion).

The revolving credit facility provided for under the Credit
Agreement replaces the Companys revolving credit facility under
that certain prior revolving credit agreement (as amended,
supplemented or otherwise modified from time to time prior to the
date hereof, the Prior Credit Agreement), dated as of
September14, 2011, among the Company, JPMorgan Chase Bank, N.A.,
as administrative agent and a lender, Bank of America, N.A., as
syndication agent and a lender, and the other financial
institutions party thereto. The maturity date of the Prior Credit
Agreement was September14, 2018. No borrowings were outstanding
under the Prior Credit Agreement upon its termination.

The revolving credit facility provided for under the Credit
Agreement matures on February16, 2022, and is unsecured. The term
of the Credit Agreement may be extended for additional one-year
or two-year periods from the then applicable maturity date on an
annual basis.

Loans (other than bid loans) under the revolving credit facility
will bear interest at, at the Companys election, either (a)LIBOR
plus a percentage spread (ranging from 0.910% to 1.50%) based on
the Companys senior unsecured long-term indebtedness ratings or
(b)the alternate base rate, described in the Credit Agreement as
the greatest of (i)Bank of Americas prime rate, (ii)the federal
funds rate plus 0.50% and (iii)one-month LIBOR plus 1.00%, plus a
percentage spread (ranging from 0.0% to 0.50%) based on the
Companys senior unsecured long-term indebtedness ratings.
Additionally, the Company has the right to request of the lenders
(although the lenders have no obligation to provide) bid loans
with a lower, fixed interest rate.

The Company has agreed to pay a facility fee, payable quarterly,
at rates that range from 0.09% to 0.25% (based on the Companys
senior unsecured long-term debt ratings), and customary
administrative agent fees and fees in respect of letters of
credit.

The Credit Agreement contains customary affirmative and negative
covenants for unsecured investment grade credit facilities of
this type and financial covenants requiring a maximum leverage
ratio and a minimum interest coverage ratio.

The Credit Agreement contains events of default customary for
unsecured investment grade credit facilities with corresponding
grace periods. If an event of default occurs and is continuing,
the lenders may terminate and/or suspend their obligations to
make loans and issue letters of credit under the Credit Agreement
and/or accelerate amounts due under the Credit Agreement and
exercise other rights and remedies. In the case of certain events
of default related to insolvency and receivership, the
commitments of the lenders will be automatically terminated and
all outstanding obligations of the Company will become
immediately due and payable.

Certain of the lenders under the Credit Agreement (and their
respective subsidiaries or affiliates) have in the past provided,
are currently providing or may in the future provide, investment
banking, cash management, underwriting, lending, commercial
banking, trust, leasing services, foreign exchange and other
advisory services to, or engage in transactions with, the Company
and its subsidiaries or affiliates. These parties have received,
and may in the future receive, customary compensation from the
Company and its subsidiaries or affiliates, for such services.

The foregoing description of the Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Credit Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.

The disclosure set forth above under Item 1.01 is hereby
incorporated by reference into this Item 2.03.

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(d) Exhibits.

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About CONAGRA BRANDS, INC. (NYSE:CAG)

Conagra Brands, Inc., formerly ConAgra Foods, Inc., operates as a packaged food company. The Company operates through two segments: Consumer Foods and Commercial Foods. The Company sells branded and customized food products, as well as commercially branded foods. It also supplies vegetable, spice and grain products to a range of restaurants, foodservice operators and commercial customers. Conagra Foodservice offers products to restaurants, retailers, commercial customers and other foodservice suppliers. The Company also operates in the countries outside the United States, such as Canada and Mexico. The Company’s brands include Marie Callender’s, Healthy Choice, Slim Jim, Hebrew National, Orville Redenbacher’s, Peter Pan, Reddi-wip, PAM, Snack Pack, Banquet, Chef Boyardee, Egg Beaters, Rosarita, Fleischmann’s and Hunt’s. The Company sells its products in grocery, convenience, mass merchandise and club stores.

CONAGRA BRANDS, INC. (NYSE:CAG) Recent Trading Information

CONAGRA BRANDS, INC. (NYSE:CAG) closed its last trading session down -0.32 at 39.61 with 4,081,471 shares trading hands.