PF / Pinnacle Foods, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Пиннакл Фудс, Инк.
US ˙ NYSE
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1564822
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pinnacle Foods, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
February 14, 2019 SC 13G/A

PF / Pinnacle Foods, Inc. / TEACHERS ADVISORS INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.3)* Pinnacle Foods Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P104 (CUSIP Number) December 3

February 14, 2019 SC 13G/A

PF / Pinnacle Foods, Inc. / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.3)* Pinnacle Foods Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P104 (CUSIP Number) December 3

November 5, 2018 15-12B

PF / Pinnacle Foods, Inc. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35844 PINNACLE FOODS INC.

November 2, 2018 SC 13G

PF / Pinnacle Foods, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G 1 PFSC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PINNACLE FOODS INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 72348P104 (CUSIP Number) OCTOBER 25, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rul

October 31, 2018 S-8 POS

PF / Pinnacle Foods, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 31, 2018 Registration No.

October 26, 2018 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 6, 2018, pursuant to the provisions of Rule 12d2-2 (a).

October 26, 2018 EX-3.1

Amended and Restated Certificate of Incorporation of Pinnacle Foods Inc.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PINNACLE FOODS INC. A STOCK CORPORATION FIRST: The name of the corporation (the “Corporation”) is: PINNACLE FOODS INC. SECOND: The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of the Corporation’s registered a

October 26, 2018 EX-99.1

AMENDMENT TO THE PINNACLE FOODS INC. EXECUTIVE SEVERANCE BENEFIT PLAN

EX-99.1 Exhibit 99.1 AMENDMENT TO THE PINNACLE FOODS INC. EXECUTIVE SEVERANCE BENEFIT PLAN This Amendment (this “Amendment”) to the Pinnacle Foods Inc. Executive Severance Benefit Plan (the “Executive Severance Plan”) is dated October 26, 2018, and shall become effective upon the consummation of the Merger (as defined below). WHEREAS, Pinnacle Foods Inc., a Delaware corporation (the “Company”), Co

October 26, 2018 EX-3.2

Amended and Restated Bylaws of Pinnacle Foods Inc.

EX-3.2 Exhibit 3.2 BYLAWS (these “Bylaws”) of Pinnacle Foods Inc. (the “Corporation”) dated October 26, 2018 TABLE OF CONTENTS Page ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1. Time and Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 1 Section 5. Quorum 1 Section 6. Voting 2 Section 7. Action Without Meeting 2 ARTICLE II DIRECTORS 3 Se

October 26, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 d615499d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2018 PINNACLE FOODS INC. (Exact name of Registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or other jurisdiction of

October 26, 2018 SC 13D/A

PF / Pinnacle Foods, Inc. / JANA PARTNERS LLC - PINNACLE FOODS INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) Pinnacle Foods Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348P104 (CUSIP Number) Eleaze

October 26, 2018 EX-99

Transactions in the Shares of the Issuer During the Last 60 Days

EXHIBIT E Transactions in the Shares of the Issuer During the Last 60 Days Except for the transaction set forth in Item 5(c), the following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Person.

October 23, 2018 EX-99.1

PINNACLE FOODS SHAREHOLDERS VOTE TO APPROVE ACQUISITION BY CONAGRA BRANDS

Exhibit 99.1 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 [email protected] Pinnacle Foods MEDIA: Janice Monahan 973-541-8620 [email protected] INVESTORS: Jennifer Halchak 973-541-8629 [email protected] FOR IMMEDIATE RELEASE PINNACLE FOODS SHAREHOLDERS VOTE TO APPRO

October 23, 2018 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 23, 2018 PINNACLE FOODS INC. (Exact name of Registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or other jurisdiction of incorporation) (Commission Fi

October 22, 2018 425

PF / Pinnacle Foods, Inc. 425 (Prospectus)

Filed by Pinnacle Foods Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 PRESS RELEASE Pinnacle Foods Announces that the Condition for the Redemption of All of Pinnacle Foods Finance LLC and Pinnacle Foods Finance Corp.’s Outstanding $350,

October 10, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 October 9, 2018 On October 9, 2018, Conagra Brands, Inc. issued a press release announcing the pricing of its public offering of common stock. Set forth below is

October 9, 2018 425

CAG / ConAgra Foods, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 9, 2018 CONAGRA BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commiss

October 9, 2018 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 26, 2018, Conagra Brands, Inc. (“Conagra”), Patriot Merger Sub Inc., a wholly owned subsidiary of Conagra (“Merger Sub”), and Pinnacle Foods Inc. (“Pinnacle”) entered into an Agreement and Plan of Merger pursuant to which Merger Sub would be merged with and into Pinnacle (the “merger”), after which Pinnacle w

October 9, 2018 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of incor

October 9, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 October 9, 2018 On October 9, 2018, Conagra Brands, Inc. issued a press release announcing a public offering of common stock. Set forth below is the press releas

October 5, 2018 425

PF / Pinnacle Foods, Inc. 425 (Prospectus)

Filed by Pinnacle Foods Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 PRESS RELEASE Pinnacle Foods Announces its Election to Redeem All of Pinnacle Foods Finance LLC and Pinnacle Foods Finance Corp.’s Outstanding $350,000,000 5.875% Sen

September 28, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 September 27, 2018 On September 27, 2018, Conagra Brands, Inc. hosted a webcast and conference call to discuss the results for the first quarter of fiscal year 2

September 27, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 27, 2018 PINNACLE FOODS INC. (Exact name of Registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or other jurisdiction of incorporation) (Commission

September 27, 2018 425

PF / Pinnacle Foods, Inc. CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 27, 2018 PINNACLE FOODS INC. (Exact name of Registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or other jurisdiction of incorporation) (Commission

September 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 FY19 Q1 Earnings Presentation September 27, 2018 Filed by Conagra Brands, Inc.

September 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 September 27, 2018 On September 27, 2018, Conagra Brands, Inc. issued a press release announcing results for the first quarter of fiscal year 2019. Set forth bel

September 25, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 September 25, 2018 On September 25, 2018, Conagra Brands, Inc. and Pinnacle Foods Inc. (“Pinnacle”) launched a Q&A portal on an internal Pinnacle platform as a r

September 18, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 September 17, 2018 On September 17, 2018, Conagra Brands, Inc. (the “Company”) delivered via email to its employees, and posted on an internal social media platf

September 17, 2018 DEFM14A

PF / Pinnacle Foods, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 14, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 September 13, 2018 On September 13, 2018, Conagra Brands, Inc. (the “Company”) and Pinnacle Foods Inc. (“Pinnacle”) delivered via email to all Pinnacle employees a m

September 14, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 September 13, 2018 On September 13, 2018, Conagra Brands, Inc. (the “Company”) issued a press release announcing that a special meeting of Pinnacle Foods Inc. sh

September 14, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 September 13, 2018 On September 13, 2018, Conagra Brands, Inc. (the “Company”) delivered via email to all its employees and a posting on an internal social media

September 7, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 September 7, 2018 On September 7, 2018, Conagra Brands, Inc. (the “Company”) and Pinnacle Foods Inc. (“Pinnacle”) delivered via email to all Pinnacle employees a mes

August 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 August 27, 2018 On August 27, 2018, Conagra Brands, Inc. (the “Company”) issued a press release announcing the receipt of a “no-action letter” from the Canadian

August 23, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 August 23, 2018 On August 23, 2018, Conagra Brands, Inc. (the “Company”) announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Imp

August 20, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 August 20, 2018 On August 20, 2018, Conagra Brands, Inc. (the “Company”) delivered via email to its employees, and posted on an internal social media platform, a

August 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a20180701form8-kq218earnin.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-

August 2, 2018 EX-99.1

Pinnacle Foods Inc. Reports Q2 2018 Results Company Reaffirms Full-Year EPS Guidance

Exhibit 99.1 Pinnacle Foods Inc. Reports Q2 2018 Results Company Reaffirms Full-Year EPS Guidance Parsippany, NJ, August 2, 2018 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the second quarter ended July 1, 2018 and reaffirmed its guidance for Adjusted diluted earnings per share (EPS) for the year of $2.85 to $2.95. Diluted EPS in the second quarter of 2018, including

August 2, 2018 10-Q

Pinnacle Foods Inc. Unaudited Consolidated Financial Statements as of July 1, 2018 and for the Six Months Ended July 1, 2018 and June 25, 2017 (incorporated by reference to Pinnacle Food Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2018)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35844 Pin

July 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8k-20180725xepsrelease.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215

July 25, 2018 EX-99.1

Pinnacle Foods Inc. Affirms its Full Year EPS Guidance Company to report second quarter results on August 2, 2018

Exhibit 99.1 Pinnacle Foods Inc. Affirms its Full Year EPS Guidance Company to report second quarter results on August 2, 2018 PARSIPPANY, N.J., July 25, 2018 - Pinnacle Foods Inc. (NYSE:PF) today affirmed its full year Adjusted diluted earnings per share guidance of $2.85 to $2.95. Mark Clouse, Pinnacle Foods Chief Executive Officer, commented, “For the second quarter, the Company expects to repo

July 2, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 July 2, 2018 On July 2, 2018, Conagra Brands, Inc. (the “Company”) delivered via email to its employees, and posted on an internal social media platform, a video

June 28, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2018 Thomson Reuters. All rights reserved. Republication or redistribution of Tho

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 On June 27, 2018, Jon Harris, Senior Vice President and Chief Communications Officer of Conagra Brands, Inc. (the “Company”), conducted a recorded

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 Team – As you saw from CEO Sean Connolly’s note, today we announced Conagra Brands entered into a definitive agreement to buy Pinnacle Foods. As a

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 19

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 SUPPLIER Q&A 1. What does this transaction mean for suppliers? • By joining forces with Pinnacle Foods, we will create a company with a portfolio o

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 toTransaction create a leader will combine in frozen two foods growing with a growing portfolios presence of iconic in brands snacks CONAGRA BRANDS

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 Conagra Brands 222 W. Merchandise Mart Plaza Suite 1300 Chicago, IL 60654 June [XX], 2018 Dear [NAME], As a valued partner, I wanted to share some

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 To: People Managers Leaders – We are incredibly excited about today’s announcement of Conagra Brands’ agreement to acquire Pinnacle Foods. It’s a t

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 From: Sean Connolly Subject: Conagra Brands to Acquire Pinnacle Foods To: All Conagra Brands Employees Team, I am pleased to let you know that mome

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 Conagra Brands 222 W. Merchandise Mart Plaza Suite 1300 Chicago, IL 60654 June [XX], 2018 Dear [NAME], As a valued customer, I wanted to share some

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 CUSTOMER Q&A 1. What does this transaction mean for customers? • This transaction is great news for customers. The combined company will have a por

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 EMPLOYEE Q&A 1. What was announced today? • Today we announced that we have entered into a definitive agreement to acquire Pinnacle Foods. This is

June 27, 2018 425

PF / Pinnacle Foods, Inc. 425 (Prospectus)

Filed by Pinnacle Foods Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 The following communication was first made available to investors on June 27, 2018. CONAGRA Pinnacle CONAGRA BRANDS TO ACQUIRE PINNACLE FOODS Combines Two Growing Por

June 27, 2018 425

PF / Pinnacle Foods, Inc. 425 (Prospectus)

Filed by Pinnacle Foods Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 The following communication was first sent to Pinnacle Foods Inc. employees on June 27, 2018. Invitation to Town Hall (11AM EST) Attached: Press Release From: Desk of

June 27, 2018 425

PF / Pinnacle Foods, Inc. EMPLOYEE MATTERS FAQS (Prospectus)

Filed by Pinnacle Foods Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 The following communication was first made available to Pinnacle Foods Inc. employees on June 27, 2018. Pinnacle Foods & Conagra Brands EMPLOYEE MATTERS FAQs FOR INTE

June 27, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 form8-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 27, 2018 PINNACLE FOODS INC. (Exact name of Registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or other jurisdiction of

June 27, 2018 EX-99.1

CONAGRA BRANDS TO ACQUIRE PINNACLE FOODS FOR $10.9 BILLION IN CASH AND STOCK Will Combine Two Growing Portfolios of Iconic Brands Will Create a Leader in Frozen Foods with an Expanded Presence in Snacks Will Deliver $215 Million in Annual Run-Rate Co

Exhibit 99.1 CONAGRA BRANDS TO ACQUIRE PINNACLE FOODS FOR $10.9 BILLION IN CASH AND STOCK Will Combine Two Growing Portfolios of Iconic Brands Will Create a Leader in Frozen Foods with an Expanded Presence in Snacks Will Deliver $215 Million in Annual Run-Rate Cost Synergies by Fiscal 2022 Low Single-Digit Percentage Adjusted EPS Accretion Expected in Fiscal Year Ended May 2020; High Single-Digit

June 27, 2018 EX-2.1

Agreement and Plan of Merger dated as of June 26, 2018, among Pinnacle Foods Inc., Conagra Brands, Inc. and Patriot Merger Sub Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AMONG PINNACLE FOODS INC., CONAGRA BRANDS, INC. AND PATRIOT MERGER SUB INC. Dated as of June 26, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 1 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 1.4 Effect of the Merger 2 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING CORPORATION 2 2.1 The Certificate of Incorporation 2 2

June 27, 2018 EX-2.1

Agreement and Plan of Merger dated as of June 26, 2018, among Pinnacle Foods Inc., Conagra Brands, Inc. and Patriot Merger Sub Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AMONG PINNACLE FOODS INC., CONAGRA BRANDS, INC. AND PATRIOT MERGER SUB INC. Dated as of June 26, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 1 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 1.4 Effect of the Merger 2 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING CORPORATION 2 2.1 The Certificate of Incorporation 2 2

June 27, 2018 EX-99.1

CONAGRA BRANDS TO ACQUIRE PINNACLE FOODS FOR $10.9 BILLION IN CASH AND STOCK Will Combine Two Growing Portfolios of Iconic Brands Will Create a Leader in Frozen Foods with an Expanded Presence in Snacks Will Deliver $215 Million in Annual Run-Rate Co

Exhibit 99.1 CONAGRA BRANDS TO ACQUIRE PINNACLE FOODS FOR $10.9 BILLION IN CASH AND STOCK Will Combine Two Growing Portfolios of Iconic Brands Will Create a Leader in Frozen Foods with an Expanded Presence in Snacks Will Deliver $215 Million in Annual Run-Rate Cost Synergies by Fiscal 2022 Low Single-Digit Percentage Adjusted EPS Accretion Expected in Fiscal Year Ended May 2020; High Single-Digit

June 27, 2018 425

PF / Pinnacle Foods, Inc. CURRENT REPORT (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 27, 2018 PINNACLE FOODS INC. (Exact name of Registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or other jurisdiction of incorporation) (Commission File

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 News Release For more information, please contact: MEDIA: Mike Cummins 312-549-5257 [email protected] INVESTORS: Brian Kearney 312-549-5002 I

June 27, 2018 425

CAG / ConAgra Foods, Inc. 425 (Prospectus)

425 Filed by Conagra Brands, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pinnacle Foods Inc. Commission File No.: 001-35844 June 27, 2018 Conagra Brands Acquisition of Pinnacle Foods and FY18 Q4 Earnings Presentation June 27, 2018 Today’s Presenters Brian Kearney Investor Relations Se

June 27, 2018 EX-2.1

Agreement and Plan of Merger, dated June 26, 2018, by and among Conagra Brands, Inc., Pinnacle Foods Inc. and Patriot Merger Sub Inc.

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AMONG PINNACLE FOODS INC., CONAGRA BRANDS, INC. AND PATRIOT MERGER SUB INC. Dated as of June 26, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 1 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 1.4 Effect of the Merger 2 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING CORPORATION 2 2.1 The Certificate of Incorporat

June 27, 2018 EX-99.1

CONAGRA BRANDS TO ACQUIRE PINNACLE FOODS FOR $10.9 BILLION IN CASH AND STOCK Will Combine Two Growing Portfolios of Iconic Brands Will Create a Leader in Frozen Foods with an Expanded Presence in Snacks Will Deliver $215 Million in Annual Run-Rate Co

EX-99.1 Exhibit 99.1 CONAGRA BRANDS TO ACQUIRE PINNACLE FOODS FOR $10.9 BILLION IN CASH AND STOCK Will Combine Two Growing Portfolios of Iconic Brands Will Create a Leader in Frozen Foods with an Expanded Presence in Snacks Will Deliver $215 Million in Annual Run-Rate Cost Synergies by Fiscal 2022 Low Single-Digit Percentage Adjusted EPS Accretion Expected in Fiscal Year Ended May 2020; High Singl

June 27, 2018 425

CAG / ConAgra Foods, Inc. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 26, 2018 CONAGRA BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 1-7275 47-0248710 (State or other jurisdiction of incorporation) (Commission Fil

June 27, 2018 SC 13D/A

PF / Pinnacle Foods, Inc. / JANA PARTNERS LLC - PINNACLE FOODS INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) Pinnacle Foods Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348P104 (CUSIP Number) Eleaze

June 27, 2018 EX-99

Transactions in the Shares of the Issuer During the Last 60 Days

EXHIBIT D Transactions in the Shares of the Issuer During the Last 60 Days The following tables set forth all transactions in the Shares effected in the past sixty days by the Reporting Person.

May 31, 2018 EX-10.1

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 30, 2018 PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Swi

Exhibit 10.1 FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 30, 2018 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., as L/C Issuer, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENN

May 31, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 pinnacle-may2018incrementa.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-22

May 30, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of incorpor

May 3, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 pensionasu8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or

May 3, 2018 EX-99.1

Pinnacle Foods Inc. Revised Amounts Reflecting Reclassification of Benefit Plan Components Reconciliation of GAAP to Non-GAAP Measures Gross Profit (in Millions) For the fiscal year ended December 25, 2016 Gross Gross Profit Profit Margin Reported GA

Exhibit 99.1 U.S. GAAP to Non-GAAP Reconciliations In addition to reporting U.S. GAAP operating results, the Company has historically reported non-GAAP financial information. Refer also to the Company's Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K for the periods presented for additional information on its GAAP to non-GAAP adjustments. Pinnacle Foods Inc. Revised Amounts Refle

May 3, 2018 EX-99.1

Pinnacle Foods Inc. Reports Q1 2018 Results Company Reaffirms Full-Year Guidance

Exhibit 99.1 Pinnacle Foods Inc. Reports Q1 2018 Results Company Reaffirms Full-Year Guidance Parsippany, NJ, May 3, 2018 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the first quarter ended April 1, 2018 and reaffirmed its guidance for Adjusted diluted earnings per share (EPS) for the year. Diluted EPS in the first quarter of 2018, including items affecting comparabil

May 3, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of incorpora

May 3, 2018 10-Q

PF / Pinnacle Foods, Inc. FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35844 Pi

April 20, 2018 DEF 14A

PF / Pinnacle Foods, Inc. DEF 14A

DEF 14A 1 d530528ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commis

April 19, 2018 EX-99

Joint Filing Agreement, dated April 19, 2018 PURSUANT TO RULE 13d-1(k)

EXHIBIT C Joint Filing Agreement, dated April 19, 2018 PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

April 19, 2018 EX-99

Transactions in the Shares of the Issuer During the Last 60 Days

EXHIBIT A Transactions in the Shares of the Issuer During the Last 60 Days The following tables set forth all transactions in the Shares effected in the past sixty days by the Reporting Persons.

April 19, 2018 SC 13D

PF / Pinnacle Foods, Inc. / JANA PARTNERS LLC - PINNACLE FOODS INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. ) Pinnacle Foods Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348P104 (CUSIP Number) Eleazer K

April 19, 2018 EX-99

[Signature Page Follows]

EXHIBIT B Form of Cooperation Agreement AGREEMENT This Agreement (the "Agreement"), is by and between JANA Partners LLC ("JANA," "we" or "us") and [COOPERATING PARTY] ("you").

March 16, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a8-krefinance2018.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State

March 16, 2018 EX-10.2

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2018 PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Swing Line Lender and THE OT

EXECUTION VERSION FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2018 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Swing Line Lender and THE OTHER LENDERS PARTY HERETO BANK OF AMERICA, N.

March 16, 2018 EX-10.1

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2018 PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Sw

Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2018 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., as L/C Issuer, and THE OTHER LENDERS PARTY HERETO BANK OF

March 1, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a20180223form8-kq417earni.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-22

March 1, 2018 EX-99.1

Pinnacle Foods Inc. Reports Q4 and Full Year 2017 Results Company Provides EPS Guidance for 2018

Exhibit Exhibit 99.1 Pinnacle Foods Inc. Reports Q4 and Full Year 2017 Results Company Provides EPS Guidance for 2018 Parsippany, NJ, March 1, 2018 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the fourth quarter and full year ended December 31, 2017. Diluted earnings per share for the year more than doubled to $4.45, largely due to items affecting comparability, includ

March 1, 2018 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries (as of March 1, 2018) Subsidiary Jurisdiction Owner Percentage Owner Pinnacle Foods Finance LLC Delaware Peak Finance Holdings LLC 100 % Pinnacle Foods Group LLC Delaware Pinnacle Foods Finance LLC 100 % Pinnacle Foods Finance Corp. Delaware Pinnacle Foods Finance LLC 100 % Pinnacle Foods International Corp. Delaware Pinnacle Foods Group LLC 100 % Pinnacle Foods C

March 1, 2018 EX-12.1

Computation of Ratios of Earnings to Fixed Charges

Exhibit 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended December 31, 2017 December 25, 2016 December 27, 2015 December 28, 2014 December 29, 2013 Fixed charges as defined: Interest expense $ 169,587 $ 139,243 $ 88,513 $ 96,174 $ 132,354 One-third of non-cancelable lease rent 8,235 6,604 5,101 4,699 4,

March 1, 2018 10-K

Pinnacle Foods Inc. Audited Consolidated Financial Statements as of December 31, 2017 and December 25, 2016 and for the fiscal years ended December 31, 2017, December 25, 2016 and December 27, 2015 (incorporated by reference to Pinnacle Food Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35844 Pinnac

February 14, 2018 SC 13G/A

PF / Pinnacle Foods, Inc. / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 c90289sch13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2)* Pinnacle Foods Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P1

February 14, 2018 SC 13G/A

PF / Pinnacle Foods, Inc. / TEACHERS ADVISORS INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2)* Pinnacle Foods Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P104 (CUSIP Number) December 3

February 9, 2018 SC 13G/A

PF / Pinnacle Foods, Inc. / VANGUARD GROUP INC Passive Investment

pinnaclefoodsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Pinnacle Foods Inc Title of Class of Securities: Common Stock CUSIP Number: 72348P104 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box

February 8, 2018 SC 13G/A

PF / Pinnacle Foods, Inc. / VICTORY CAPITAL MANAGEMENT INC Passive Investment

SC 13G/A 1 pinnaclefoods13ga1123117.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pinnacle Foods Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P104 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

January 11, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 11, 2018 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of inco

January 5, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8-kwittmanretire.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-221501

January 5, 2018 EX-99.1

Pinnacle Foods Appoints Daniel Poland EVP & Chief Supply Chain Officer

Exhibit Exhibit 99.1 Pinnacle Foods Appoints Daniel Poland EVP & Chief Supply Chain Officer Parsippany, NJ, January 5, 2018 /PR Newswire/ - Pinnacle Foods Inc. (NYSE: PF) today announced the appointment of Daniel Poland to the position of Executive Vice President and Chief Supply Chain Officer, effective January 22, 2018. He will report to Chief Executive Officer Mark Clouse, replacing D. Michael

December 18, 2017 8-K

Regulation FD Disclosure

8-K 1 a8-kbeaverdampressrelease2.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware

October 26, 2017 EX-99.1

Pinnacle Foods Reports Third Quarter Fiscal 2017 Results Company Reiterates Full-Year Guidance

EX-99.1 2 a20170924exhibit99-1earnin.htm EXHIBIT 99.1 Exhibit 99.1 Pinnacle Foods Reports Third Quarter Fiscal 2017 Results Company Reiterates Full-Year Guidance Parsippany, NJ, October 26, 2017 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the third quarter ended September 24, 2017 and reaffirmed its full-year guidance for Adjusted diluted earnings per share. Diluted E

October 26, 2017 10-Q

Pinnacle Foods FORM 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 26, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a20170924form8-kq317earnin.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 3

September 6, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a8k2017barclaysbacktoschoo.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware

September 6, 2017 EX-99.1

BARCLAY’S GLOBAL CONSUMER STAPLES CONFERENCE SEPTEMBER 6, 2017 Mark Clouse Chief Executive Officer Craig Steeneck EVP & CFO Maria Sceppaguercio SVP Investor Relations Tyson Seely Manager Investor Relations Mark Schiller EVP & Chief Commercial Officer

a2017barclayfinalprint BARCLAY?S GLOBAL CONSUMER STAPLES CONFERENCE SEPTEMBER 6, 2017 Mark Clouse Chief Executive Officer Craig Steeneck EVP & CFO Maria Sceppaguercio SVP Investor Relations Tyson Seely Manager Investor Relations Mark Schiller EVP & Chief Commercial Officer 2 Pinnacle Management Forward-Looking Statements & Non-GAAP Financial Measures This presentation contains ?forward-looking statements? within the meaning of U.

August 9, 2017 8-K

Regulation FD Disclosure

Exhibit UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 9, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction o

July 27, 2017 10-Q

Pinnacle Foods FORM 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 27, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction o

July 27, 2017 EX-99.1

Pinnacle Foods Reports Second Quarter Fiscal 2017 Results Company Maintains Full Year Guidance at Low End of Range

Exhibit Exhibit 99.1 Pinnacle Foods Reports Second Quarter Fiscal 2017 Results Company Maintains Full Year Guidance at Low End of Range Parsippany, NJ, July 27, 2017 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the second quarter ended June 25, 2017 and reaffirmed its full-year guidance at the low end of its range. Diluted earnings per share in the second quarter of 20

May 23, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 23, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of

May 12, 2017 8-K

Costs Associated with Exit or Disposal Activities

8-K 1 a8-kauntjemimaexit.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State o

April 27, 2017 10-Q

Pinnacle Foods FORM 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 27, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction

April 27, 2017 EX-99.1

Pinnacle Foods Reports Strong 1st Quarter Fiscal 2017 Results Company Reaffirms Guidance for the Year

Exhibit Exhibit 99.1 Pinnacle Foods Reports Strong 1st Quarter Fiscal 2017 Results Company Reaffirms Guidance for the Year Parsippany, NJ, April 27, 2017 - Pinnacle Foods Inc. (NYSE: PF) today reported strong results for the first quarter ended March 26, 2017 and reaffirmed its guidance for Adjusted Diluted Earnings Per Share for the year. Diluted earnings per share, including costs related to the

April 13, 2017 DEF 14A

Pinnacle Foods DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

February 23, 2017 10-K

Pinnacle Foods FORM 10-K (Annual Report)

10-K 1 annualreport2016122510-k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

February 23, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 23, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdicti

February 23, 2017 EX-99.1

Pinnacle Foods Inc. Reports Q4 and Full Year 2016 Results Provides Outlook for another Strong Year and Raises Guidance for 2017

Exhibit Exhibit 99.1 Pinnacle Foods Inc. Reports Q4 and Full Year 2016 Results Provides Outlook for another Strong Year and Raises Guidance for 2017 Parsippany, NJ, February 23, 2017 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the fourth quarter and full year ended December 25, 2016 and raised its guidance for 2017. Diluted EPS for the full year of 2016 totaled $1.79,

February 23, 2017 EX-12.1

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended December 25, 2016 December 27, 2015 December 28, 2014 December 29, 2013 December 30, 2012 Fixed charges as de

Exhibit 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended December 25, 2016 December 27, 2015 December 28, 2014 December 29, 2013 December 30, 2012 Fixed charges as defined: Interest expense $ 139,243 $ 88,513 $ 96,174 $ 132,354 $ 198,484 One-third of non-cancelable lease rent 6,604 5,101 4,699 4,317 4,

February 23, 2017 EX-10.6

Fourth Amendment to Amended and Restated Credit Agreement dated July 26, 2016 among Pinnacle Foods Finance LLC, Peak Finance Holdings LLC, the Guarantors Party hereto, Barclays Bank Plc, Bank of America, NA and the Other Lenders Party thereto

Exhibit 10.6 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 26, 2016 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, and, THE OTHER LENDERS PARTY HERETO - BANK OF AMERICA, N.A., as Lead Arranger and Lead Bookrunner This Fourth Amendment (this “Refin

February 23, 2017 EX-21.1

Subsidiary Jurisdiction Owner Percentage Owner Pinnacle Foods Finance LLC Delaware Peak Finance Holdings LLC 100 % Pinnacle Foods Group LLC Delaware Pinnacle Foods Finance LLC 100 % Pinnacle Foods Finance Corp. Delaware Pinnacle Foods Finance LLC 100

Exhibit 21.1 List of Subsidiaries (as of February 23, 2017) Subsidiary Jurisdiction Owner Percentage Owner Pinnacle Foods Finance LLC Delaware Peak Finance Holdings LLC 100 % Pinnacle Foods Group LLC Delaware Pinnacle Foods Finance LLC 100 % Pinnacle Foods Finance Corp. Delaware Pinnacle Foods Finance LLC 100 % Pinnacle Foods International Corp. Delaware Pinnacle Foods Group LLC 100 % Pinnacle Foo

February 23, 2017 EX-10.5

Third Amendment to Amended and Restated Credit Agreement dated July 19, 2016 among Pinnacle Foods Finance LLC, Peak Finance Holdings LLC, the Guarantors Party hereto, Barclays Bank Plc, Bank of America, NA and the Other Lenders Party thereto

Exhibit 10.5 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 19, 2016 among PINNACLE FOODS FINANCE LLC, as the Borrower, and BARCLAYS BANK PLC, as Administrative Agent, This Third Amendment (this “Amendment”) dated as of July 19, 2016, to the Second Amended and Restated Credit Agreement, dated as of April 29, 2013 (as amended by the First Amendment to the Second Am

February 14, 2017 SC 13G/A

Pinnacle Foods 3G/A (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* Pinnacle Foods Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P104 (CUSIP Number) December 3

February 14, 2017 SC 13G/A

Pinnacle Foods 3G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A 1 c87336sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* Pinnacle Foods Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P1

February 13, 2017 SC 13G/A

Pinnacle Foods 3G/A (Passive Acquisition of More Than 5% of Shares)

pinnaclefoodsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Pinnacle Foods Inc Title of Class of Securities: Common Stock CUSIP Number: 72348P104 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box

February 13, 2017 SC 13G

PF / Pinnacle Foods, Inc. / VICTORY CAPITAL MANAGEMENT INC - PINNACLE FOODS 13G 123116 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pinnacle Foods Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P104 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 10, 2017 8-K

Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2017 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdicti

February 10, 2017 EX-99.1

Pinnacle Foods Inc. Announces New Segment Reporting Structure

Exhibit Exhibit 99.1 Pinnacle Foods Inc. Announces New Segment Reporting Structure PARSIPPANY, N.J., February 10, 2017 - Pinnacle Foods Inc. (NYSE: PF) announced today that, in the fourth quarter of fiscal 2016 during which the integration of the Boulder Brands acquisition was substantially complete, the Company reorganized its reporting structure, resulting in a change to its reportable segments.

February 3, 2017 EX-10.2

Third Amended and Restated Credit Agreement, dated as of February 3, 2017, by and among the Borrower, Peak Finance Holdings LLC, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent, collateral agent, and swing line lender.

EX-10.2 Exhibit 10.2 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 3, 2017 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent and Swing Line Lender and THE OTHER LENDERS PARTY HERETO BANK OF AMERICA N.A., BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS BANK U

February 3, 2017 EX-10.1

Fifth Amendment, dated as of February 3, 2017, to the Second Amended and Restated Credit Agreement, dated as of April 29, 2013, by and among the Borrower, Peak Finance Holdings LLC, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent, collateral agent, and swing line lender.

EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 3, 2017 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., as L/C Issuer, and THE OTHER LENDERS PARTY HERETO BANK OF AMERICA

February 3, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 3, 2017 PINNACLE FOODS INC. (Exact name of Registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or other jurisdiction of incorporation) (Comm

January 23, 2017 8-K

Regulation FD Disclosure

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 23, 2017 PINNACLE FOODS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Commissio

January 23, 2017 EX-99.1

Lender Presentation

EX-99.1 Lender Presentation January 23, 2017 Pinnacle Foods AMPLIFYING THE PLAYBOOK Exhibit 99.1 Forward-Looking Statements & Non-GAAP Financial Measures 2 This presentation contains ?forward-looking statements? within the meaning of U.S. federal securities laws. Forward-looking statements are not historical facts, and are based upon management?s current expectations, beliefs, projections and targ

December 15, 2016 EX-99.1

Pinnacle Foods

EX-99.1 Exhibit 99.1 Pinnacle Foods AMPLIFYING THE PLAYBOOK Investor Meeting December 15, 2016 Forward-Looking Statements & Non-GAAP Financial Measures This presentation contains ?forward-looking statements? within the meaning of U.S. federal securities laws. Forward-looking statements are not historical facts, and are based upon management?s current expectations, beliefs, projections and targets,

December 15, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 15, 2016 PINNACLE FOODS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Commissi

October 27, 2016 10-Q

Pinnacle Foods FORM 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 27, 2016 EX-99.1

Pinnacle Foods Reports 3rd Quarter Fiscal 2016 Results Company Increases Full-Year Guidance to High End of its Range

Exhibit Exhibit 99.1 Pinnacle Foods Reports 3rd Quarter Fiscal 2016 Results Company Increases Full-Year Guidance to High End of its Range Parsippany, NJ, October 27, 2016 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the third quarter ended September 25, 2016 and increased its full-year guidance to the high end of its previous range. The improved outlook for the year re

October 27, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 27, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdictio

September 8, 2016 424B3

Pinnacle Foods Finance LLC Pinnacle Foods Finance Corp. Offer to Exchange

424B3 1 d236723d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-213183 PROSPECTUS Pinnacle Foods Finance LLC Pinnacle Foods Finance Corp. Offer to Exchange This is an offer by Pinnacle Foods Finance LLC and Pinnacle Foods Finance Corp. to exchange $350,000,000 aggregate principal amount of their 5.875% Senior Notes due 2024 (the “exchange notes”), which have

September 6, 2016 EX-99.1

Barclay’s Global Consumer Staples Conference September 6, 2016 Pinnacle Foods AMPLIFY THE PLAYBOOK This presentation contains “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are not historic

a2016barclay9616finalpri Barclay?s Global Consumer Staples Conference September 6, 2016 Pinnacle Foods AMPLIFY THE PLAYBOOK This presentation contains ?forward-looking statements? within the meaning of U.

September 6, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 6, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdicti

August 30, 2016 CORRESP

Pinnacle Foods ESP

CORRESP 1 filename1.htm Pinnacle Foods Inc. 399 Jefferson Road Parsippany, New Jersey 07054 August 30, 2016 VIA EDGAR AND HAND DELIVERY Mr. Ethan Horowitz Branch Chief Office of Natural Resources Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pinnacle Foods Inc. Form 10-K for the Fiscal Year Ended December 27, 2015 Fil

August 17, 2016 S-4

Pinnacle Foods S-4

Table of Contents As filed with the Securities and Exchange Commission on August 17, 2016 Registration No.

July 29, 2016 EX-10.4

Form of Nonqualified Stock Option Agreement under Amended and Restated 2013 Omnibus Incentive Plan

EX-10.4 4 pinnp20160626ex104.htm EXHIBIT 10.4 Exhibit 10.4 PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and

July 29, 2016 EX-10.9

Performance Share Unit Agreement (Mark Schiller)

Exhibit 10.9 PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (Form 0001) This Performance Share Unit Agreement (the “Agreement”), effective as of the Date of Grant (as defined below), is between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page hereto (the “Participant”). Capitalized terms not otherwis

July 29, 2016 CORRESP

Pinnacle Foods ESP

CORRESP Pinnacle Foods Inc. 399 Jefferson Road Parsippany, New Jersey 07054 July 29, 2016 VIA EDGAR AND HAND DELIVERY Mr. Ethan Horowitz Branch Chief Office of Natural Resources Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pinnacle Foods Inc. Form 10-K for the Fiscal Year Ended December 27, 2015 Filed February 25, 20

July 29, 2016 EX-10.3

Form of Performance Share Unit Agreement under Amended and Restated 2013 Omnibus Incentive Plan

Exhibit 10.3 PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT (Form 0001) This Performance Share Unit Agreement (the “Agreement”), effective as of the Date of Grant (as defined below), is between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page hereto (the “Participant”). Capitalized terms not otherwis

July 29, 2016 EX-10.7

Performance Restricted Share Agreement (Mark Clouse)

Exhibit 10.7 PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN PERFORMANCE RESTRICTED SHARE AGREEMENT (Form 0001) This Performance Restricted Share Agreement (the “Agreement”), effective as of the Date of Grant (as defined below), is between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page hereto (the “Participant”). Capitalized terms

July 29, 2016 EX-10.5

Restricted Share Agreement (Mark Clouse)

Exhibit 10.5 PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and the participant identifie

July 29, 2016 EX-10.8

Restricted Stock Unit Agreement (Mark Schiller)

Exhibit 10.8 PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Form 0001) This Restricted Stock Unit Agreement (the “Agreement”), effective as of the Date of Grant (as defined below), is between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page hereto (the “Participant”). Capitalized terms not otherwise

July 29, 2016 EX-10.2

PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Form 0002)

Exhibit 10.2 PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Form 0002) This Restricted Stock Unit Agreement (the “Agreement”), effective as of the Date of Grant (as defined below), is between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page hereto (the “Participant”). Capitalized terms not otherwise

July 29, 2016 EX-10.6

Nonqualified Stock Option Agreement (Mark Clouse)

Exhibit 10.6 PINNACLE FOODS INC. 2013 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and the participant identified on the signature p

July 28, 2016 10-Q

Pinnacle Foods FORM 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 28, 2016 EX-99.1

Pinnacle Foods Reports Strong Second Quarter Results and Raises Guidance for the Year Boulder Brands Tracking Ahead of Expectations

Exhibit Exhibit 99.1 Pinnacle Foods Reports Strong Second Quarter Results and Raises Guidance for the Year Boulder Brands Tracking Ahead of Expectations Parsippany, NJ, July 28, 2016 - Pinnacle Foods Inc. (NYSE: PF) today reported strong financial results for the second quarter ended June 26, 2016 and raised its guidance for the year. Strength of both the base business and the Boulder Brands acqui

July 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 28, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction o

May 25, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 25, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of

April 29, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 25, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of in

April 29, 2016 EX-99.1

Pinnacle Foods Inc. Names Mark A. Clouse Chief Executive Officer and Director of the Board Company Reaffirms Its Outlook for Fiscal 2016

Exhibit Exhibit 99.1 Pinnacle Foods Inc. Names Mark A. Clouse Chief Executive Officer and Director of the Board Company Reaffirms Its Outlook for Fiscal 2016 PARSIPPANY, N.J., April 27, 2016 - Pinnacle Foods Inc. (NYSE: PF) today announced that its Board of Directors has named Mark A. Clouse as the Company?s new Chief Executive Officer, effective May 23, 2016, replacing Bob Gamgort, who is leaving

April 28, 2016 10-Q

Pinnacle Foods Q1 2016 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 28, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of in

April 28, 2016 EX-99.1

Pinnacle Foods Inc. Reports 1st Quarter Fiscal 2016 Results Company Reaffirms Guidance for Full-Year EPS in the Range of $2.08 to $2.13

Exhibit Exhibit 99.1 Pinnacle Foods Inc. Reports 1st Quarter Fiscal 2016 Results Company Reaffirms Guidance for Full-Year EPS in the Range of $2.08 to $2.13 Parsippany, NJ, April 28, 2016 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the first quarter ended March 27, 2016 and reaffirmed its guidance for adjusted diluted earnings per share of $2.08 to $2.13 for the year,

April 28, 2016 EX-4.5

First Supplemental Indenture, dated as of February 8, 2016, by and among Pinnacle Foods Finance LLC, Pinnacle Foods Finance Corp., the guarantors listed therein and Wilmington Trust, National Association

Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 8, 2016, among Boulder Brands, Inc. and Boulder Brands USA, Inc. (the “Guaranteeing Subsidiaries”), subsidiaries of Pinnacle Foods Finance LLC, a Delaware limited liability company (together with Pinnacle Foods Finance Corp., a Delaware corporation, the “Issuers”), the Issuer

April 14, 2016 DEF 14A

Pinnacle Foods Inc. Amended and Restated 2013 Omnibus Incentive Plan

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 24, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 24, 2016 PINNACLE FOODS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Commission

March 24, 2016 EX-99.1

Pinnacle Foods Presentation to CAGNY

EX-99.1 Exhibit 99.1 Pinnacle Foods Presentation to CAGNY March 24, 2016 Forward-Looking Statements & Non-GAAP Financial Measures This presentation contains forward-looking statements within the meaning of U.S. federal securities laws. Forward-looking statements are not historical facts, and are based upon managements current expectations, beliefs, projections and targets, many of which, by their

March 23, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 23, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of in

February 25, 2016 10-K

Pinnacle Foods FORM 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 25, 2016 8-K

Pinnacle Foods FORM 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 25, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of

February 25, 2016 EX-99.1

Pinnacle Foods Inc. Reports Q4 and Full Year 2015 Results Company Provides Guidance for Another Strong Year in 2016

Exhibit Exhibit 99.1 Pinnacle Foods Inc. Reports Q4 and Full Year 2015 Results Company Provides Guidance for Another Strong Year in 2016 Parsippany, NJ, February 25, 2016 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the fourth quarter and full year ended December 27, 2015 and provided its outlook for adjusted diluted EPS for the full year of 2016 in the range of $2.08

February 25, 2016 EX-12.1

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended December 27, 2015 December 28, 2014 December 29, 2013 December 30, 2012 December 25, 2011 Fixed charges as de

Exhibit 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended Fiscal Year ended December 27, 2015 December 28, 2014 December 29, 2013 December 30, 2012 December 25, 2011 Fixed charges as defined: Interest expense $ 88,513 $ 96,174 $ 132,354 $ 198,484 $ 208,319 One-third of non-cancelable lease rent 5,101 4,699 4,317 4,620 3,

February 25, 2016 EX-10.28

Second Amendment to Lease Agreement, dated February 2, 2012, by and between Jeffroad Green, LLC and Pinnacle Foods Group LLC

EX-10.28 3 pinnp20151227ex1028.htm EXHIBIT 10.28 Exhibit 10.28 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT (the “Amendment”) made as of February 2, 2012, by and between JEFFROAD GREEN, LLC, a Delaware limited liability company (“Landlord”), having an address c/o Prism Capital Partners, LLC, at 200 Broadacres Drive, Suite 180, Bloomfield, New Jersey 07003, Attn: Eugene Diaz, and PINNACLE FOODS

February 25, 2016 EX-10.27

First Amendment to Lease Agreement, dated July 28, 2011, by and between Jeffroad Green, LLC and Pinnacle Foods Group LLC

EX-10.27 2 pinnp20151227ex1027.htm EXHIBIT 10.27 Exhibit 10.27 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT (the “Amendment”) made as of July 28, 2011, by and between JEFFROAD GREEN, LLC, a Delaware limited liability company (“Landlord”), having an address c/o Prism Capital Partners, LLC, at 50 Grand Avenue, Englewood, New Jersey 07631-3506, Attn: Eugene Diaz, and PINNACLE FOODS GROUP LLC, a Dela

February 25, 2016 EX-21.1

Subsidiary Jurisdiction Owner Percentage Owner Pinnacle Foods Finance LLC Delaware Peak Finance Holdings LLC 100 % Pinnacle Foods Group LLC Delaware Pinnacle Foods Finance LLC 100 % Pinnacle Foods Finance Corp. Delaware Pinnacle Foods Finance LLC 100

EX-21.1 6 pinnp20151227ex211.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries (as of February 25, 2016) Subsidiary Jurisdiction Owner Percentage Owner Pinnacle Foods Finance LLC Delaware Peak Finance Holdings LLC 100 % Pinnacle Foods Group LLC Delaware Pinnacle Foods Finance LLC 100 % Pinnacle Foods Finance Corp. Delaware Pinnacle Foods Finance LLC 100 % Pinnacle Foods International Corp. Delawa

February 25, 2016 EX-10.29

Third Amendment to Lease Agreement, dated May 2, 2012, by and between Jeffroad Green, LLC and Pinnacle Foods Group LLC

EX-10.29 4 pinnp20151227ex1029.htm EXHIBIT 10.29 Exhibit 10.29 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT (the “Amendment”) made as May 2, 2012, by and between JEFFROAD GREEN, LLC, a Delaware limited liability company (“Landlord”), having an address c/o Prism Capital Partners, LLC, at 50 Grand Avenue, Englewood, New Jersey 07631-3506, Attn: Eugene Diaz, and PINNACLE FOODS GROUP LLC, a Delaware

February 16, 2016 SC 13G/A

PF / Pinnacle Foods, Inc. / Blackstone Holdings III L.P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 d137166dsc13ga.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PINNACLE FOODS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348P 10 4 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of

February 16, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of

February 16, 2016 EX-3.1

Second Amended and Restated Bylaws of Pinnacle Foods Inc.

Exhibit Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF PINNACLE FOODS INC. ARTICLE I Offices SECTION 1.01 Registered Office . The registered office and registered agent of Pinnacle Foods Inc. (the ? Corporation ?) shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or e

February 10, 2016 SC 13G

PF / Pinnacle Foods, Inc. / TEACHERS ADVISORS INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Pinnacle Foods, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P104 (CUSIP Number) December 3

February 10, 2016 SC 13G

PF / Pinnacle Foods, Inc. / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Pinnacle Foods, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 72348P104 (CUSIP Number) December 3

February 10, 2016 SC 13G/A

Pinnacle Foods 3G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A 1 pinnaclefoodsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Pinnacle Foods Inc Title of Class of Securities: Common Stock CUSIP Number: 72348P104 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant to

January 15, 2016 EX-10.1

Amended and Restated Credit Agreement dated as of April 29, 2013, by and among Pinnacle Finance, Peak Finance Holdings LLC, the guarantors party thereto, the Lenders party thereto and Barclays Bank PLC, as administrative agent for the Lenders.

EX-10.1 5 d115278dex101.htm EX-10.1 Exhibit 10.1 Execution Version SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 15, 2016 among PINNACLE FOODS FINANCE LLC, as the Borrower, PEAK FINANCE HOLDINGS LLC, as Holdings, THE GUARANTORS PARTY HERETO, BARCLAYS BANK PLC, as Administrative Agent, and, THE OTHER LENDERS PARTY HERETO BANK OF AMERICA, N.A., BARCLAYS BANK PL

January 15, 2016 EX-4.2

First Supplemental Indenture, dated as of January 15, 2016, by and among Pinnacle Foods Finance LLC, Pinnacle Foods Finance Corp., the guarantors listed therein and Wilmington Trust, National Association

EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this ?Supplemental Indenture?), dated as of January 15, 2016, among Boulder Brands, Inc. and Boulder Brands USA, Inc. (the ?Guaranteeing Subsidiaries?), subsidiaries of Pinnacle Foods Finance LLC, a Delaware limited liability company (together with Pinnacle Foods Finance Corp., a Delaware corporation, the ?Issuers?), the

January 15, 2016 EX-4.4

Registration Rights Agreement, dated January 15, 2016, by and among Pinnacle Foods Finance LLC, Pinnacle Foods Finance Corp., the guarantors listed therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers

EX-4.4 Exhibit 4.4 Execution Version Pinnacle Foods Finance LLC Pinnacle Foods Finance Corp. $350,000,000 5.875% Senior Notes due 2024 REGISTRATION RIGHTS AGREEMENT dated January 15, 2016 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. EXCHANGE OFFER 5 3. SHELF REGISTRATION 8 4. ADDITIONAL INTEREST 10 5. REGISTRATION PROCEDURES 11 6. REGISTRATION EXPENSES 18 7. INDEMNIFICATION AND CONTRIBUTION. 19 8. R

January 15, 2016 SC TO-T/A

Pinnacle Foods AMENDMENT NO. 6 TO SCHEDULE TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 6 BOULDER BRANDS, INC. (Name of Subject Company (issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (offerors)) COMMON STOCK, PAR VALUE $0.0001 PER SH

January 15, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 15, 2016 PINNACLE FOODS INC. (Exact name of registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Comm

January 15, 2016 EX-99.A.5.J

PINNACLE FOODS COMPLETES ACQUISITION OF BOULDER BRANDS

EX-(a)(5)(J) Exhibit (a)(5)(J) PINNACLE FOODS COMPLETES ACQUISITION OF BOULDER BRANDS PARSIPPANY, NJ ? January 15, 2016 ? Pinnacle Foods Inc.

January 15, 2016 EX-4.1

Indenture, dated as of January 15, 2016, by and among Pinnacle Foods Finance LLC, Pinnacle Foods Finance Corp., the guarantors listed therein and Wilmington Trust, National Association

EX-4.1 Exhibit 4.1 EXECUTION VERSION INDENTURE Dated as of January 15, 2016 Among PINNACLE FOODS FINANCE LLC, PINNACLE FOODS FINANCE CORP., the Guarantors listed herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 5.875% SENIOR NOTES DUE 2024 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.

January 15, 2016 EX-99.A.5.I

PINNACLE FOODS COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS

EX-(a)(5)(I) Exhibit (a)(5)(I) PINNACLE FOODS COMPLETES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS PARSIPPANY, NJ ? January 15, 2016 ? Pinnacle Foods Inc.

January 11, 2016 EX-99.1

Pinnacle Foods Inc. Announces Pricing of 5 7⁄8% Senior Notes due 2024

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Pinnacle Foods Inc. Announces Pricing of 5 7?8% Senior Notes due 2024 PARSIPPANY, NEW JERSEY, January 11, 2016 - In connection with its previously-announced acquisition of Boulder Brands, Inc. (?Boulder?), Pinnacle Foods Inc. (NYSE: PF) announced that its indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC (?Pinnacle Finance?), priced a private o

January 11, 2016 EX-99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EX-99.2 3 d241134dex992.htm EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial information is based upon the historical consolidated financial information of each of Pinnacle Foods Inc. and Boulder incorporated by reference into this offering memorandum, and has been prepared to reflect the Transac

January 11, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K x CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdictio

January 11, 2016 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K x CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdictio

January 11, 2016 EX-99.1

Industry Category

EX-99.1 Exhibit 99.1 SUMMARY This summary highlights selected information about us and this offering. This summary is not complete and does not contain all of the information that may be important to you. You should read carefully this entire offering memorandum, including the ?Risk Factors? section, and the other documents that we refer to and incorporate by reference in this offering memorandum

January 11, 2016 SC TO-T/A

Pinnacle Foods AMENDMENT NO. 5 TO SCHEDULE TO-T

Amendment No. 5 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 5 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMO

January 8, 2016 EX-99.(A)(5)(E)

PINNACLE FOODS EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS

Exhibit (a)(5)(E) Exhibit (a)(5)(E) PINNACLE FOODS EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS PARSIPPANY, NJ ?January 8, 2016?Pinnacle Foods Inc.

January 8, 2016 SC TO-T/A

Pinnacle Foods AMENDMENT NO. 4 TO SCHEDULE TO-T

Amendment No. 4 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 4 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMO

January 6, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K x CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 6, 2016 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction

January 6, 2016 EX-99.1

Lender Presentation

EX-99.1 Lender Presentation January 6, 2016 Exhibit 99.1 Forward-Looking Statements & Non-GAAP Financial Measures This presentation contains ?forward-looking statements? within the meaning of U.S. federal securities laws. Forward-looking statements are not historical facts, and are based upon management?s current expectations, beliefs, projections and targets, many of which, by their nature, are i

January 5, 2016 SC TO-T/A

Pinnacle Foods AMENDMENT NO. 3 TO SCHEDULE TO-T

Amendment No. 3 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMO

December 17, 2015 SC TO-T/A

Pinnacle Foods AMENDMENT NO.2 TO SCHEDULE TO-T

SC TO-T/A 1 d107656dsctota.htm AMENDMENT NO.2 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Fi

December 11, 2015 EX-99.(A)(5)(D)

Good becomes BETTER!

EX-(a)(5)(D) Exhibit (a)(5)(D) Good becomes BETTER! Town Hall Meeting December 10, 2015 Bob Gamgort ?CEO Reinvigorating Iconic Brands 1 Forward?Looking Statements Statements in this document may contain, in addition to historical information, certain forward?looking statements.

December 11, 2015 SC TO-T/A

Pinnacle Foods AMENDMENT NO.1 TO SC TO-T

Amendment No.1 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMON STOCK

December 9, 2015 EX-99.(A)(1)(A)

Offer to Purchase for Cash All Outstanding Shares of Common Stock Boulder Brands, Inc. $11.00 Per Share, Net in Cash, Slope Acquisition Inc. a wholly owned subsidiary of Pinnacle Foods Inc.

EX-(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Boulder Brands, Inc.

December 9, 2015 EX-99.(B)(1)

BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036

EX-(b)(1) Exhibit (b)(1) Execution Version CONFIDENTIAL BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, NY 10036 November 24, 2015 Pinnacle Foods Finance LLC 399 Jefferson Road Parsippany, NJ 07054-3707 Attn: Craig Steeneck, Executive Vice President and Chief Financial Officer Project Slope Commitment Letter Ladies and Gentlemen: You have advised

December 9, 2015 EX-99.(A)(1)(F)

Request for Taxpayer Identification Number and Certification

EX-(a)(1)(F) Exhibit (a)(1)(F) Form W-9 (Rev.December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/di

December 9, 2015 EX-99.(A)(1)(D)

Letter to Brokers and Dealers with Respect to Offer to Purchase All Outstanding Shares of Common Stock Boulder Brands, Inc. $11.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 9, 2015 Slope Acquisition Inc. a wholly owned

EX-(a)(1)(D) Exhibit (a)(1)(D) Letter to Brokers and Dealers with Respect to Offer to Purchase All Outstanding Shares of Common Stock of Boulder Brands, Inc.

December 9, 2015 EX-99.(A)(1)(B)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Letter of Transmittal To Tender Shares of Common Stock Boulder Brands, Inc. $11.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 9, 2015 by Slope Acquisition

EX-(a)(1)(B) Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Letter of Transmittal To Tender Shares of Common Stock of Boulder Brands, Inc.

December 9, 2015 EX-99.(A)(1)(C)

Notice of Guaranteed Delivery Offer to Purchase All Outstanding Shares of Common Stock Boulder Brands, Inc. $11.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 9, 2015 Slope Acquisition Inc. a wholly owned subsidiary of Pi

EX-(a)(1)(C) Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All Outstanding Shares of Common Stock of Boulder Brands, Inc.

December 9, 2015 EX-99.(A)(1)(G)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely pursuant to the Offer to Purchase, dated December 9, 2015, and the related Letter of Trans

EX-(a)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

December 9, 2015 EX-99.(D)(2)

BOULDER BRANDS, INC. 1600 Pearl Street, Suite 300 Boulder, Colorado 80302

EX-(d)(2) Exhibit (d)(2) BOULDER BRANDS, INC. 1600 Pearl Street, Suite 300 Boulder, Colorado 80302 August 20, 2015 Pinnacle Foods Inc. 399 Jefferson Road Parsippany, NJ 07054 Attention: Robert Gamgort Ladies and Gentlemen: In connection with your consideration of a possible negotiated transaction (the ?Transaction?) between Boulder Brands, Inc. (together with its subsidiaries, the ?Company?) and P

December 9, 2015 SC TO-T

Pinnacle Foods SC TO-T

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BOULDER BRANDS, INC. (Name of Subject Company (Issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Tit

December 9, 2015 EX-99.(A)(5)(C)

PINNACLE FOODS COMMENCES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS

EX-(a)(5)(C) Exhibit (a)(5)(C) PINNACLE FOODS COMMENCES TENDER OFFER FOR ALL OUTSTANDING SHARES OF BOULDER BRANDS PARSIPPANY, NJ ?December 9, 2015?Pinnacle Foods Inc.

December 9, 2015 EX-99.(A)(1)(E)

Letter to Clients with Respect to Offer to Purchase All Outstanding Shares of Common Stock Boulder Brands, Inc. $11.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 9, 2015 Slope Acquisition Inc. a wholly owned subsidiary o

EX-99.(A)(1)(E) 6 d103503dex99a1e.htm EX-(A)(1)(E) Exhibit (a)(1)(E) Letter to Clients with Respect to Offer to Purchase All Outstanding Shares of Common Stock of Boulder Brands, Inc. at $11.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 9, 2015 by Slope Acquisition Inc. a wholly owned subsidiary of Pinnacle Foods Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:

December 8, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 7, 2015 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of

December 8, 2015 EX-99.1

Pinnacle Foods Elects New Board Member and Announces Changes to Board Committees Mark Jung Joins Pinnacle Board of Directors

Exhibit 99.1 Pinnacle Foods Elects New Board Member and Announces Changes to Board Committees Mark Jung Joins Pinnacle Board of Directors Parsippany, NJ, December 8, 2015 /PR Newswire/ - Pinnacle Foods Inc. (NYSE: PF) today announced changes to its Board of Directors, including the election of a new independent director and related changes to the composition of two Board committees. On December 7,

November 24, 2015 SC TO-C

Pinnacle Foods SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BOULDER BRANDS, INC. (Name of Subject Company (issuer)) SLOPE ACQUISITION INC. a wholly owned subsidiary of PINNACLE FOODS INC. (Names of Filing Persons) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class

November 24, 2015 EX-99.1

Pinnacle Foods to Acquire Boulder Brands Acquisition Significantly Expands Pinnacle’s Health & Wellness Portfolio through a Highly Strategic and Accretive Transaction Pinnacle to Host Conference Call Today at 9:30 AM ET to Discuss Transaction

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Pinnacle Foods to Acquire Boulder Brands Acquisition Significantly Expands Pinnacle?s Health & Wellness Portfolio through a Highly Strategic and Accretive Transaction Pinnacle to Host Conference Call Today at 9:30 AM ET to Discuss Transaction PARSIPPANY, NJ / BOULDER, CO, November 24, 2015 ? Pinnacle Foods Inc. and Boulder Brands, Inc. today announced tha

November 24, 2015 EX-2.1

Agreement and Plan of Merger, dated as of November 24, 2015, by and among Pinnacle Foods Inc., Slope Acquisition Inc. and Boulder Brands, Inc.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PINNACLE FOODS INC., SLOPE ACQUISITION INC. and BOULDER BRANDS, INC. Dated as of November 24, 2015 TABLE OF CONTENTS ARTICLE I THE OFFER AND THE MERGER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 3 Section 1.3 Directors 4 Section 1.4 Company Actions 5 Section 1.5 The Merger 7 Section 1.6 Closing 7 Section 1.7

November 24, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among PINNACLE FOODS INC., SLOPE ACQUISITION INC. BOULDER BRANDS, INC. Dated as of November 24, 2015 TABLE OF CONTENTS ARTICLE I THE OFFER AND THE MERGER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 3 Sect

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among PINNACLE FOODS INC., SLOPE ACQUISITION INC. and BOULDER BRANDS, INC. Dated as of November 24, 2015 TABLE OF CONTENTS ARTICLE I THE OFFER AND THE MERGER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 3 Section 1.3 Directors 4 Section 1.4 Company Actions 5 Section 1.5 The Merger 7 Section 1.6 Closing 7 Section 1.7

November 24, 2015 SC TO-C

Pinnacle Foods FORM 8-K

SC TO-C 1 d25507d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 24, 2015 PINNACLE FOODS INC. (Exact name of registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or Other Jurisdictio

November 24, 2015 EX-99.1

Pinnacle Foods to Acquire Boulder Brands Acquisition Significantly Expands Pinnacle’s Health & Wellness Portfolio through a Highly Strategic and Accretive Transaction Pinnacle to Host Conference Call Today at 9:30 AM ET to Discuss Transaction

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Pinnacle Foods to Acquire Boulder Brands Acquisition Significantly Expands Pinnacle?s Health & Wellness Portfolio through a Highly Strategic and Accretive Transaction Pinnacle to Host Conference Call Today at 9:30 AM ET to Discuss Transaction PARSIPPANY, NJ / BOULDER, CO, November 24, 2015 ? Pinnacle Foods Inc. and Boulder Brands, Inc. today announced tha

November 24, 2015 SC TO-C

Pinnacle Foods FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 24, 2015 PINNACLE FOODS INC. (Exact name of registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Com

November 24, 2015 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 24, 2015 PINNACLE FOODS INC. (Exact name of registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Com

November 24, 2015 EX-99.1

1

EX-99.1 Exhibit 99.1 MANAGEMENT DISCUSSION SECTION Operator: Good morning, ladies and gentlemen, and thank you for standing by. Welcome to the Pinnacle Foods Incorporated Conference Call to discuss the company?s announcement earlier this morning of Boulder Brands Incorporated acquisition. This conference is being recorded and there will be a question-and-answer session at the end of the call. I wo

November 24, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 24, 2015 PINNACLE FOODS INC. (Exact name of registrant as specified in its charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Com

October 29, 2015 EX-99.1

Pinnacle Foods Inc. Reports 3 rd Quarter Fiscal 2015 Results Company Reaffirms Guidance for Full-Year EPS Growth in the Range of 9-10%

EX-99.1 2 a20150929exhibit99-1earnin.htm EXHIBIT 99.1 Exhibit 99.1 Pinnacle Foods Inc. Reports 3rd Quarter Fiscal 2015 Results Company Reaffirms Guidance for Full-Year EPS Growth in the Range of 9-10% Parsippany, NJ, October 29, 2015 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the third quarter ended September 27, 2015 and reaffirmed its guidance for full-year adjuste

October 29, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 29, 2015 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of

September 10, 2015 EX-99.1

Pinnacle Foods Elects New Board Member and Announces Changes to Board Committees Yannis Skoufalos Joins Pinnacle Board of Directors

EX-99.1 2 ex991pressrelease9102015.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Pinnacle Foods Elects New Board Member and Announces Changes to Board Committees Yannis Skoufalos Joins Pinnacle Board of Directors Parsippany, NJ, September 10, 2015 /PR Newswire/ - Pinnacle Foods Inc. (NYSE: PF) today announced changes to its Board of Directors, including the election of a new independent director and

September 10, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 9, 2015 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of

September 9, 2015 EX-99.1

Barclays Global Consumer Staples Conference September 9, 2015 2 This presentation contains “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are not historical facts, and are based upon manage

EX-99.1 2 barclays2015finalprint94.htm BARCLAYS INVESTOR CONFERENCE SLIDES Barclays Global Consumer Staples Conference September 9, 2015 2 This presentation contains “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, projections and targets, many of whic

September 9, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 9, 2015 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of

August 5, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

20150804 Form 8-K Departure of Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 30, 2015 EX-99.1

Pinnacle Foods Inc. Reports 2 nd Quarter Fiscal 2015 Results Company Raises Guidance for Full-Year Adjusted EPS to the High End of its Range

20150729 Exhibit 99-1 Earnings Release (Q2 15) Exhibit 99.1 Pinnacle Foods Inc. Reports 2 nd Quarter Fiscal 2015 Results Company Raises Guidance for Full-Year Adjusted EPS to the High End of its Range Parsippany, NJ, July 30, 2015 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the second quarter ended June 28, 2015 and raised its guidance for full-year adjusted diluted e

July 30, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2015 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of incorpo

June 12, 2015 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 11, 2015 PINNACLE FOODS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35844 35-2215019 (State or Other Jurisdiction of Incorporation) (Commiss

May 8, 2015 EX-1.1

PINNACLE FOODS INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version PINNACLE FOODS INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 4, 2015 PINNACLE FOODS INC. (a Delaware corporation) 5,000,000 Shares of Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT May 4, 2015 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Ladies and

May 8, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K x CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2015 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of incor

May 6, 2015 424B7

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Amount To Be Registered Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount Of Registration Fee Common Stock, par value $0.01 per share 5,000,000 $39.945(1) $199,7

424B7 1 d919955d424b7.htm FINAL PROSPECTUS SUPPLEMENT Table of Contents Filed pursuant to Rule 424(b)(7) Registration No. 333-198640 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Amount To Be Registered Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount Of Registration Fee Common Stock, par value $0.01 per share 5,000,000 $39.945(1) $199,725,000 $23,208.05

May 4, 2015 FWP

Pinnacle Foods Inc. Announces Secondary Offering of 5,000,000 Shares of Common Stock

FWP 1 d920341dfwp.htm FWP Filed pursuant to Rule 433 Issuer Free Writing Prospectus, dated May 4, 2015 Registration No. 333-198640 Pinnacle Foods Inc. Announces Secondary Offering of 5,000,000 Shares of Common Stock PARSIPPANY, NJ (May 4, 2015) — Pinnacle Foods Inc. (NYSE: PF) today announced that certain of its stockholders, which are entities affiliated with Blackstone, intend to offer for sale

May 4, 2015 424B7

Subject to Completion, dated May 4, 2015

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No.

April 30, 2015 EX-99.1

Pinnacle Foods Inc. Reports 1st Quarter Fiscal 2015 Results Company Reaffirms Guidance for Full-Year EPS Growth in the Range of 7-10%

20150430 Exhibit 99-1 Earnings Release (Q1 15) Exhibit 99.1 Pinnacle Foods Inc. Reports 1 st Quarter Fiscal 2015 Results Company Reaffirms Guidance for Full-Year EPS Growth in the Range of 7-10% Parsippany, NJ, April 30, 2015 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the first quarter ended March 29, 2015 and reaffirmed its outlook for full-year adjusted diluted ear

April 30, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

20150430 Form 8-K (Q1 15 Earnings Release) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 22, 2015 DEFA14A

Pinnacle Foods DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 22, 2015 DEF 14A

Pinnacle Foods DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 13, 2015 EX-1.1

PINNACLE FOODS INC. (a Delaware corporation) 14,324,145 Shares of Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version PINNACLE FOODS INC. (a Delaware corporation) 14,324,145 Shares of Common Stock UNDERWRITING AGREEMENT Dated: March 9, 2015 PINNACLE FOODS INC. (a Delaware corporation) 14,324,145 Shares of Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT March 9, 2015 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 Ladies and Gen

March 13, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K x CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2015 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of incorpo

March 12, 2015 424B7

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount To Be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.01 pe

Final Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No.

March 9, 2015 424B7

Subject to Completion, dated March 9, 2015

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No.

March 9, 2015 FWP

Pinnacle Foods Inc. Announces Secondary Offering of 14,324,145 Shares of Common Stock

Free Writing Prospectus Filed pursuant to Rule 433 Issuer Free Writing Prospectus, dated March 9, 2015 Registration No.

February 24, 2015 EX-99.1

Pinnacle Foods Inc. Reports Q4 and Full Year 2014 Results Company Provides EPS Guidance for Fiscal 2015 Representing 7-10% Growth

Exhibit 99.1 Pinnacle Foods Inc. Reports Q4 and Full Year 2014 Results Company Provides EPS Guidance for Fiscal 2015 Representing 7-10% Growth Parsippany, NJ, February 24, 2015 - Pinnacle Foods Inc. (NYSE: PF) today reported its financial results for the fourth quarter and full year ended December 28, 2014, delivering significant growth in diluted earnings per share for the year. The Company also

February 24, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ý 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 24, 2015 Commission File Number 001-35844 Pinnacle Foods Inc. (Exact name of registrant as specified in its charter) Delaware 35-2215019 (State or other jurisdiction of inc

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