UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 12, 2020

Lamb Weston Holdings, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

4.875% Senior Notes Due 2028

On May 12, 2020, Lamb Weston Holdings, Inc. (the “Company”) issued $500 million aggregate principal amount of 4.875% senior notes due 2028 (the “Notes”) pursuant to an indenture, dated as of May 12, 2020 (the “Indenture”), among the Company, as issuer, certain subsidiaries of the Company named therein as guarantors and Wells Fargo Bank, National Association, as trustee.

The Company’s obligations under the Notes are unconditionally guaranteed on a senior unsecured basis by each of its subsidiaries that guarantee the Company’s obligations under the Company’s existing credit facilities.

The Notes bear interest at a rate of 4.875% per year. Interest payments on the Notes are due semi-annually each May 15 and November 15, with the first interest payment due on November 15, 2020. The Notes will mature on May 15, 2028, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the Indenture.

The Company may redeem some or all of the Notes at the redemption prices and on the terms specified in the Indenture. If the Company experiences specific kinds of changes in control or the Company or any of its restricted subsidiaries sells certain of its assets, then the Company must offer to repurchase the Notes on the terms set forth in the Indenture.

The Notes are subordinated to all of the Company’s existing and future secured debt, rank equally with all of its existing and future senior debt and rank senior to all of its existing and future subordinated debt. The guarantees of the Notes are subordinated to all of the guarantors’ existing and future secured debt, rank equally with all of their existing and future senior debt and rank senior to all of their existing and future subordinated debt. The Notes are structurally subordinated to all of the liabilities of the Company’s non-guarantor subsidiaries.

The Indenture limits the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur, assume or guarantee additional indebtedness; pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; make loans and investments; incur or suffer to exist liens; sell, transfer or otherwise dispose of assets; enter into agreements that restrict distributions or other payments from restricted subsidiaries to the Company; engage in transactions with affiliates; designate subsidiaries as unrestricted or restricted; and consolidate, merge, amalgamate or transfer all or substantially all of the Company’s assets. If in the future the Notes have an investment grade credit rating by both Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, and no default or event of default has occurred and is continuing under the Indenture, certain of these covenants will, thereafter, no longer apply to the Notes for so long as the Notes are rated investment grade by the two rating agencies.

The Indenture contains customary events of default that include, among other things (subject in certain cases to customary grace and cure periods): non-payment of principal, interest or premium; failure to perform or observe covenants; cross-acceleration with certain other indebtedness; certain judgments; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs (subject to certain exceptions), the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

General

A copy of the Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description above is a summary of the Indenture, does not purport to be complete, and is qualified in its entirety by the complete texts of the Indenture.

Certain of the initial purchasers of the Notes and their affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Company and its affiliates for which they have received customary fees and compensation for these transactions and may in the future receive customary fees and compensation.

The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

(d)  Exhibits

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.