PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 9, 2018)
$7,025,000,000
Conagra Brands, Inc.
$525,000,000 Floating Rate Notes due 2020
$1,200,000,000 3.800% Senior Notes due 2021
$1,000,000,000 4.300% Senior Notes due 2024
$1,000,000,000 4.600% Senior Notes due 2025
$1,300,000,000 4.850% Senior Notes due 2028
$1,000,000,000 5.300% Senior Notes due 2038
$1,000,000,000 5.400% Senior Notes due 2048
We are offering $525,000,000 aggregate principal amount of floating rate notes due 2020, which we refer to in this prospectus supplement as
the 2020 floating rate notes, $1,200,000,000 aggregate principal amount of 3.800% senior notes due 2021, which we refer to in this prospectus supplement as the 2021 notes, $1,000,000,000 aggregate principal amount of 4.300%
senior notes due 2024, which we refer to in this prospectus supplement as the 2024 notes, $1,000,000,000 aggregate principal amount of 4.600% senior notes due 2025, which we refer to in this prospectus supplement as the 2025
notes, $1,300,000,000 aggregate principal amount of 4.850% senior notes due 2028, which we refer to in this prospectus supplement as the 2028 notes, $1,000,000,000 aggregate principal amount of 5.300% senior notes due 2038, which
we refer to in this prospectus supplement as the 2038 notes, and $1,000,000,000 aggregate principal amount of 5.400% senior notes due 2048 which we refer to in this prospectus supplement as the 2048 notes. We refer to the
2021 notes, the 2024 notes, the 2025 notes, the 2028 notes, the 2038 notes and the 2048 notes collectively as the fixed rate notes. We refer to the 2020 floating rate notes and fixed rate notes collectively as the notes.
We will pay interest on the 2020 floating rate notes on January 22, April 22, July 22 and October 22 of each year, beginning on January 22,
2019. We will pay interest on the 2021 notes on April 22 and October 22 of each year, beginning on April 22, 2019. We will pay interest on the fixed rate notes, other than the 2021 notes, on May 1 and November 1 of each year, beginning on
May 1, 2019. The 2020 floating rate notes will mature on October 22, 2020, the 2021 notes will mature on October 22, 2021, the 2024 notes will mature on May 1, 2024, the 2025 notes will mature on November 1, 2025, the 2028 notes will mature on
November 1, 2028, the 2038 notes will mature on November 1, 2038 and the 2048 notes will mature on November 1, 2048.
We intend to
use the net proceeds from this offering to finance, in part, our pending merger with Pinnacle Foods Inc., referred to as Pinnacle, including the payment of related fees and expenses, and to repay certain of our debt, as described under
the heading Use of Proceeds. We refer to the pending merger with Pinnacle, whereby a wholly owned subsidiary of ours will merge with and into Pinnacle, with Pinnacle surviving as our wholly owned subsidiary, as the Merger.
The closing of this offering is expected to occur prior to, and is not conditioned upon, the consummation of the Merger.
We may redeem
some or all of the fixed rate notes of each series at any time and from time to time prior to their maturity, and the 2020 floating rate notes on or after the date that is twelve months prior to their maturity, at the applicable redemption prices
described under Description of NotesOptional Redemption. If a change of control triggering event occurs with respect to a series of notes, we will be required to make an offer to repurchase the notes of such series in cash from the
holders thereof at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase. See Description of NotesChange of Control Offer. In addition, the 2020 floating
rate notes, the 2021 notes, the 2024 notes, the 2025 notes, the 2028 notes and the 2038 notes, referred to as the Special Mandatory Redemption Notes, will be subject to a special mandatory redemption in the event that
(i) the Merger is not consummated on or prior to