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2023-02-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
February 28, 2023
Lamb Weston Holdings, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
1-37830 |
61-1797411 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 599 S. Rivershore Lane |
|
| Eagle, Idaho |
83616 |
| (Address of principal executive offices) |
(Zip Code) |
| |
(208) 938-1047 |
|
| |
(Registrant’s telephone number, including area code) |
|
| |
|
|
| |
N/A |
|
| |
(Former name or former address, if changed since last report) |
|
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common Stock, $1.00 par value |
LW |
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
On February 28, 2023 (the “Closing Date”),
Lamb Weston Holland B.V. (“LWH”), a wholly owned subsidiary of Lamb Weston Holdings, Inc. (“LW” or the “Company”),
acquired from Meijer Beheer B.V. (“MB”) 100% of the equity interests in Meijer Frozen Foods B.V. (“MFF”), a wholly
owned subsidiary of MB (the “Transaction”), such that as of the Closing Date, LWH owns 100% of the equity interests in Lamb
Weston/Meijer v.o.f., a joint venture between LWH and MFF engaged in the manufacturing and distribution of frozen potato products principally
in Europe, the Middle East and Africa (the “Joint Venture”). The purchase price for the Transaction consisted of (i) cash
consideration of approximately €531.6 million (including approximately €6.6 million of interest payable pursuant to the Purchase
Agreement (as defined below)), subject to certain post-closing adjustments pursuant to the Purchase Agreement, and (ii) 1,952,421
shares (the “LW Shares”) of LW’s common stock, par value $1.00 per share (“LW Common Stock”), pursuant to
the Sale and Purchase Agreement, dated October 19, 2022, by and among LW, LWH, MB and Mr. Kees Meijer (the “Purchase Agreement”).
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to LW’s Current Report on Form 8-K/A on October 21, 2022, and is incorporated by reference herein.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On the Closing Date, LW, through its wholly owned
subsidiary LWH, acquired from MB 100% of the equity interests in MFF for a purchase price consisting of (i) cash consideration of
approximately €531.6 million (including approximately €6.6 million of interest payable pursuant to the Purchase Agreement),
subject to certain post-closing adjustments pursuant to the Purchase Agreement, and (ii) the LW Shares, as discussed above. As a
result, LW, through LWH, owns 100% of the equity interests in the Joint Venture.
The foregoing description of the Transaction does
not purport to be complete and is qualified in its entirety by reference to Item 1.01 of LW’s Current Report on Form 8-K, filed with the SEC on October 20, 2022, and LW’s Current Report on Form 8-K/A, filed with the SEC on October 21, 2022.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On the Closing Date, pursuant to the Purchase Agreement,
LW delivered the LW Shares to MB. The issuance of the LW Shares by LW to MB was made in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as the offer and sale of the LW Shares
does not involve a public offering of LW Common Stock. MB has represented, and LW has determined, that MB is an “accredited investor”
within the meaning of Rule 501(a) under the Securities Act. The certificate or book-entry designations representing the LW Shares
will bear appropriate legends to the effect that such securities have not been registered under the Securities Act or the securities laws
of any state and may not be sold or transferred in the absence of an effective registration statement under the Securities Act and applicable
state securities laws or an exemption from registration thereunder. In addition, such LW Shares are subject to transfer and other restrictions
set forth in the Purchase Agreement.
On February 28, 2023, LW issued a press release
announcing the closing of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference.
| |
Item 9.01 |
Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. No financial
statements of MFF are required to be filed in connection with the Transaction. |
| (b) | Pro Forma Financial Information. No pro forma financial
statements are required to be filed in connection with the Transaction. |
|
Exhibit
Number |
|
Description |
| 2.1 |
| Sale and Purchase Agreement, by and among Lamb Weston Holdings,Inc., Lamb Weston Holland B.V., Meijer Beheer B.V. and Mr. Kees
Meijer, dated as of October 19, 2022 (filed as Exhibit 2.1 to the Current Report on Form 8-K/A filed with the SEC on October 21,
2022 and incorporated herein by reference) |
| |
| |
| 99.1 |
| Lamb Weston Holdings,Inc. Press Release, dated February 28, 2023 |
| |
| |
| 104 |
| Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document) |
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.
| | LAMB WESTON HOLDINGS, INC. |
| | | |
| By: | /s/ Eryk J. Spytek |
| | | Name: |
Eryk J. Spytek |
| | | Title: |
Senior Vice President, General Counsel and Chief Compliance Officer |
Date: March 1, 2023
