Conagra Brands Enters Into Definitive Agreement with Hometown Food Company, a Brynwood Partners Portfolio Company, to Divest the Chef Boyardee® Brand

Rhea-AI Summary

Conagra Brands (NYSE: CAG) has announced the sale of its Chef Boyardee brand to Hometown Food Company for $600 million in cash. The transaction includes the Milton, Pa. manufacturing facility and all shelf-stable products, except frozen skillet meals which will be licensed back to Conagra. The Chef Boyardee products being sold contributed $450 million to Conagra's FY2024 net sales. The deal is expected to close in Q1 of FY2026 and will be approximately 4% dilutive to adjusted earnings per share. Conagra plans to use the proceeds to reduce debt, aligning with its strategy to reshape its portfolio and focus on frozen foods and healthy snacking businesses.

Positive

• Sale price of $600 million in cash strengthens balance sheet
• Strategic focus on higher-growth frozen foods and healthy snacking segments
• Debt reduction from sale proceeds improves financial flexibility
• Retains licensing rights for Chef Boyardee frozen skillet meals

Negative

• Loss of $450 million in annual revenue from Chef Boyardee sales
• Approximately 4% dilution to adjusted earnings per share
• Divestment of an iconic brand from portfolio
• Reduction in shelf-stable product market presence

Insights

Financial Analyst

Conagra selling Chef Boyardee for $600M represents strategic portfolio reshaping but 4% EPS dilution impacts near-term financials.

This $600 million divestiture represents a strategic financial move for Conagra. The transaction values the Chef Boyardee business at approximately 1.33x sales ($600M price for a brand generating $450 million in annual revenue). This is a meaningful transaction that will help Conagra address its debt load while exiting a mature category.

The company explicitly states that the divestiture would be approximately 4% dilutive to adjusted earnings per share, indicating the Chef Boyardee business likely contributed proportionally more to profits than its revenue share would suggest. This creates a near-term earnings headwind that management will need to overcome.

Conagra's commitment to using proceeds for debt reduction demonstrates financial discipline. With over $12 billion in annual sales, this divestiture represents less than 4% of Conagra's revenue base, making it a material but manageable portfolio adjustment that allows management to concentrate resources on higher-growth segments.

The transaction structure is also notable - Conagra is selling the shelf-stable products and manufacturing facility but retaining and licensing back the frozen skillet meals portion, aligning with their stated strategic focus on the frozen food category. This selective approach indicates a nuanced portfolio strategy rather than a complete brand exit.

Consumer Goods Industry Expert

Conagra's strategic pivot from shelf-stable to frozen foods and snacks may sacrifice short-term earnings for long-term category growth.

This divestiture clearly signals Conagra's strategic shift away from mature shelf-stable categories toward its "growth-oriented frozen and healthy-snacking businesses." The Chef Boyardee brand, while iconic and nostalgic, represents an older generation of packaged foods that have faced challenges adapting to modern consumer preferences.

The transaction's structure is particularly revealing - Conagra is divesting the shelf-stable pasta products while maintaining the frozen skillet meals through a licensing arrangement. This selective approach demonstrates management's conviction that frozen offerings have better growth prospects and stronger alignment with contemporary eating habits.

For Hometown Food Company (owned by Brynwood Partners), this acquisition follows the private equity playbook of acquiring established food brands with strong heritage. The Milton, PA manufacturing facility transfer suggests they're committed to maintaining production continuity rather than just acquiring the brand rights.

CEO Sean Connolly's statement about "reshaping the Conagra Brands portfolio for better long-term growth" despite an "uncertain external environment" reflects the company's proactive approach to portfolio management. This move allows Conagra to focus resources on their priority brands like Birds Eye, Healthy Choice, Marie Callender's, Slim Jim, and Angie's BOOMCHICKAPOP - categories with more favorable growth trajectories in today's market.

Divestiture Supports Conagra's Efforts to Reshape its Portfolio  

CHICAGO, May 1, 2025 /PRNewswire/ -- Today Conagra Brands, Inc. (NYSE: CAG) announced that it has entered into a definitive agreement with Hometown Food Company, a portfolio company of Brynwood Partners, to divest its iconic line of Chef Boyardee® brand shelf-stable products including its classic, convenient, ready-to-eat pasta meals. The transaction includes the manufacturing facility in Milton, Pa., as well as all assets and operations dedicated to the Chef Boyardee shelf-stable products with the exception of frozen skillet meals, which will be licensed by Hometown Food Company to Conagra. The Chef Boyardee products that are part of the transaction contributed approximately $450 million USD to Conagra's fiscal year 2024 net sales. The divestiture is subject to customary closing conditions, including the receipt of any applicable regulatory approvals. The sale price is $600 million in cash and is expected to close in Q1 of Conagra's fiscal year 2026.

"The Chef Boyardee divestiture marks another milestone in reshaping the Conagra Brands portfolio for better long-term growth, while also paying down debt. Despite the uncertain external environment, Conagra remains proactive in its pursuit of shareholder-value creation. By deepening our focus on our leading, growth-oriented frozen and healthy-snacking businesses, we continue to build a more focused company with modern consumer brands," said Sean Connolly, president and chief executive officer of Conagra Brands.

The company estimates that, had the transaction been completed at the start of fiscal year 2025, the divestiture would have been approximately four percent dilutive to adjusted earnings per share for the year, excluding transaction costs and other one-time impacts. Conagra expects to use the net proceeds from the transaction to pay down debt. The company will further discuss the transaction and its impact on fiscal year 2026 when it releases its fourth quarter results.

Centerview Partners LLC acted as the exclusive financial advisor to Conagra Brands. Mayer Brown LLP acted as legal counsel to Conagra Brands.

About Conagra Brands
Conagra Brands, Inc. (NYSE: CAG), is one of North America's leading branded food companies. We combine a 100-year history of making quality food with agility and a relentless focus on collaboration and innovation. The company's portfolio is continuously evolving to satisfy consumers' ever-changing food preferences. Conagra's brands include Birds Eye^®, Duncan Hines^®, Healthy Choice^®, Marie Callender's^®, Reddi-wip^®, Slim Jim^®, Angie's^® BOOMCHICKAPOP^®, and many more. As a corporate citizen, we aim to do what's right for our business, our employees, our communities and the world. Headquartered in Chicago, Conagra Brands generated fiscal 2024 net sales of more than $12 billion. For more information, visit www.conagrabrands.com.

Forward-Looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of the federal securities laws that provide our current expectations and beliefs concerning future events including the timing and impact of the proposed transaction and are subject to risks, uncertainties, and factors relating to the transaction and our business and operations, all of which are difficult to predict and could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and factors include, among other things, risks related to the timing and ability to obtain the required regulatory approvals and satisfy the other closing conditions for the proposed transaction, the occurrence of any event, change or other circumstance that could delay the closing of the proposed transaction and other risks related to our business and operations such as: general economic and industry conditions, including inflation, reduced consumer confidence and spending, recessions, increased energy costs, supply chain challenges, increased tariffs and taxes, labor cost increases or shortages, currency rate fluctuations, and geopolitical conflicts; our ability to deleverage on currently anticipated timelines, and to continue to access capital on acceptable terms or at all; the company's competitive environment, cost structure, and related market conditions; our ability to execute operating and value creation plans and achieve returns on our investments and targeted operating efficiencies from cost-saving initiatives, and to benefit from trade optimization programs; the availability and prices of commodities and other supply chain resources, including raw materials, packaging, energy, and transportation, weather conditions, health pandemics or outbreaks of disease, actual or threatened hostilities or war, or other geopolitical uncertainty; our ability to respond to changing consumer preferences and the success of our innovation and marketing investments; actions by our customers, including changes in distribution and purchasing terms; our hedging activities and ability to respond to volatility in commodities; disruptions or inefficiencies in our supply chain and/or operations; the impact of any product recalls and product liability or labeling litigation;  our co-manufacturing arrangements and other third-party service provider dependencies; actions of governments and regulatory bodies that affect our businesses; a material failure in or breach of our or our vendors' information technology systems and other cybersecurity incidents; pension, labor or people-related expenses; any future goodwill or intangible assets impairment charges; our ability to protect our intellectual property rights; and other risks described in our reports filed from time to time with the Securities and Exchange Commission. We undertake no responsibility to update these statements, except as required by law.

For more information, please contact:

MEDIA:
Media@conagra.com

INVESTORS:
Matthew Neisius
IR@conagra.com

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SOURCE Conagra Brands, Inc.

FAQ

How much is Conagra (CAG) selling Chef Boyardee brand for?

Conagra is selling the Chef Boyardee brand to Hometown Food Company for $600 million in cash.

What is the revenue impact of Chef Boyardee sale on Conagra?

The Chef Boyardee products being sold contributed approximately $450 million to Conagra's fiscal year 2024 net sales.

When will Conagra's Chef Boyardee sale close?

The sale is expected to close in Q1 of Conagra's fiscal year 2026, subject to regulatory approvals and customary closing conditions.

How will the Chef Boyardee sale affect Conagra's earnings?

The divestiture is expected to be approximately 4% dilutive to adjusted earnings per share, excluding transaction costs and one-time impacts.

What will Conagra do with the proceeds from the Chef Boyardee sale?

Conagra plans to use the net proceeds from the transaction to pay down debt.