Company Update

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 13, 2024     CAMPBELL SOUP COMPANY   New Jersey 1-3822 21-0419870 State of Incorporation Commission File Number I.R.S. Employer Identification No. One Campbell Place Camden , New Jersey 08103-1799 Principal Executive Offices   Telephone Number: ( 856 ) 342-4800   Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:             Title of each class   Trading Symbol(s)   Name of each exchange   on which registered Capital Stock, par value $.0375   CPB   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).   Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐         Item 8.01. Other Matters.   As previously disclosed, on August 7, 2023, Campbell Soup Company, a New Jersey corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Sovos Brands, Inc., a Delaware corporation (“ Sovos ”), and Premium Products Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“ Merger Sub ”). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Merger Sub will merge with and into Sovos (the “ Merger ”) with Sovos surviving as a wholly owned subsidiary of the Company. As previously disclosed, on October 23, 2023, the Company and Sovos each received a request for additional information (the “ Second Request ”) from the U.S. Federal Trade Commission (the “ FTC ”) in connection with the FTC’s review of the transactions contemplated by the Merger Agreement.   On February 13, 2024, the Company and Sovos issued a joint press release announcing that both companies have certified substantial compliance with the Second Request. A copy of the joint press release is furnished as Exhibit 99.1 hereto.   The certification of substantial compliance triggers the start of a 30-day waiting period which is expected to expire on March 11, 2024, after which the Merger can be consummated. Subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, the Company and Sovos expect to complete the transaction within days of the March 11, 2024 expiration date.   Cautionary Note Regarding Forward-Looking Statements   Certain statements in this Current Report on Form 8-K regarding the Merger, including any statements regarding the expected timetable for completing the Merger and any other statements regarding future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended , and Section 21E of the Securities Exchange Act of 1934, as amended . The words “aim,” “anticipate,” “believe,” “could,” “ensure,” “estimate,” “expect,” “forecasts,” “if,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “probable,” “project,” “should,” “strategy,” “target,” “will,” “would,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements.   All forward-looking information is subject to numerous risks and uncertainties, many of which are beyond the control of the Company, that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to:   · the conditions to the completion of the Sovos transaction may not be satisfied on the anticipated schedule, or closing of the Sovos transaction may not occur;   · the timing to consummate the proposed transaction;   · the risk that the cost savings and any other synergies from the Sovos transaction may not be fully realized or may take longer or cost more to be realized than expected, including that the Sovos transaction may not be accretive within the expected timeframe or the extent anticipated;   · completing the Sovos transaction may distract the Company’s management from other important matters; and   · other factors described in the Company’s most recent Form 10-K and subsequent filings with the Securities and Exchange Commission (the “ SEC ”).   Additional information concerning these and other risk factors can be found in the Company’s and Sovos’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at http://www.sec.gov, including the Company’s and Sovos’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K       This discussion of uncertainties is by no means exhaustive but is designed to highlight important factors that may impact our outlook. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   Exhibit No.   Description     99.1 Joint Press Release of Campbell Soup Company and Sovos Brands, Inc., dated February 13, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document)         SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     CAMPBELL SOUP COMPANY             Date: February 13, 2024                     By:  /s/ Charles A. Brawley, III       Name: Charles A. Brawley, III       Title: Executive Vice President, General Counsel and Corporate Secretary