SEC Comment Letter for CONAGRA BRANDS INC. (CAG) (CIK 0000023217) (CAG) — Aug 20, 2018
CONAGRA BRANDS INC. (CAG) (CIK 0000023217)
Date: Aug. 20, 2018 · CIK: 0000023217 · Accession: 0000000000-18-025758
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-226329
Letter
Mail Stop 4628 August 20, 2018 Colleen R. Batcheler Executive Vice President, General Counsel and Corporate Secretary Conagra Brands, Inc. 222 Merchandise Mart Plaza, Suite 1300 Chicago, I L 60654
Re: Conagra Brands, Inc. Registration Statement on Form S-4 Filed July 25, 2018 File No. 333-226329
Dear Ms. Batcheler :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our c omments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. Please revise your disclosure to describe any pending or threatened litigation relating to the merger transaction.
Unaudited Pro Forma Condensed Combined Financial Information, page 134
Notes to Unaudited P ro Forma Condensed Combined Financial Information, page 137
2. We note certain pro forma adjustments in your pro forma balance sheet combine several amounts discussed in numerous footnotes, such as but not limited to other accrued liabilities and the line it ems within common stockholders’ equity. We have been unable to reconcile these pro forma adjustments with the amounts disclosed in the various
Colleen R. Batcheler Conagra Brands, Inc. August 20, 2018 Page 2
footnotes that are referenced. Please expand and revise your footnote disclosures to clarify how these pro form a balance sheet adjustment amounts are calculated.
3. In footnote 3.c., you state the income tax impacts of pro forma adjustments were calculated using either the Conagra or Pinnacle statutory tax rates. Tell us why the pro forma income tax adjustment is calculated with reference to Pinnacle’s statutory tax rate.
4. We note the pro forma adjustment to increase the carrying value of Pinnacle’s plant assets to fair value in note 3.e. Tell us why you have recorded a corresponding decrease to depreciation expense when the value of the plant assets has increased.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Joseph Klinko, Staff Accountant, at (202) 551 -3824 or Shannon Buskirk, Staff Accountant, at (202) 551 -3717 if you have questions regarding comments on the financial statements and related matters. Please contact Anuja A. Majmudar, Attorney -Advisor, at (202) 551 -3844 or, in her absence, Kari na Dorin, Attorney -Advisor, at (202) 551 -3763 with any other questions.
Sincerely,
/s/ John Reynolds
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Mail Stop 4628 August 20, 2018 Colleen R. Batcheler Executive Vice President, General Counsel and Corporate Secretary Conagra Brands, Inc. 222 Merchandise Mart Plaza, Suite 1300 Chicago, I L 60654 Re: Conagra Brands, Inc. Registration Statement on Form S-4 Filed July 25, 2018 File No. 333-226329 Dear Ms. Batcheler : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our c omments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. General 1. Please revise your disclosure to describe any pending or threatened litigation relating to the merger transaction. Unaudited Pro Forma Condensed Combined Financial Information, page 134 Notes to Unaudited P ro Forma Condensed Combined Financial Information, page 137 2. We note certain pro forma adjustments in your pro forma balance sheet combine several amounts discussed in numerous footnotes, such as but not limited to other accrued liabilities and the line it ems within common stockholders’ equity. We have been unable to reconcile these pro forma adjustments with the amounts disclosed in the various Colleen R. Batcheler Conagra Brands, Inc. August 20, 2018 Page 2 footnotes that are referenced. Please expand and revise your footnote disclosures to clarify how these pro form a balance sheet adjustment amounts are calculated. 3. In footnote 3.c., you state the income tax impacts of pro forma adjustments were calculated using either the Conagra or Pinnacle statutory tax rates. Tell us why the pro forma income tax adjustment is calculated with reference to Pinnacle’s statutory tax rate. 4. We note the pro forma adjustment to increase the carrying value of Pinnacle’s plant assets to fair value in note 3.e. Tell us why you have recorded a corresponding decrease to depreciation expense when the value of the plant assets has increased. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Joseph Klinko, Staff Accountant, at (202) 551 -3824 or Shannon Buskirk, Staff Accountant, at (202) 551 -3717 if you have questions regarding comments on the financial statements and related matters. Please contact Anuja A. Majmudar, Attorney -Advisor, at (202) 551 -3844 or, in her absence, Kari na Dorin, Attorney -Advisor, at (202) 551 -3763 with any other questions. Sincerely, /s/ John Reynolds John Reynolds Assistant Director Office of Natural Resources