UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of May 2024
Commission File Number: 001-37669
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Nomad Foods Limited
(Translation of registrant’s name in English)
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Forge, 43 Church Street West
Woking, GU21 6HT
+ (44) 208 918 3200
(Address of Principal Executive Offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Repricing of Term Loan
On April 29, 2024, Nomad Foods Limited (the “Company”) entered into an Amendment and Restatement Agreement by and among the Company, and Citibank Europe Plc, UK Branch as agent and Kroll Trustee Services Limited as security agent on behalf of certain other finance parties thereto (the “Amendment Agreement”) relating to that certain Senior Facilities Agreement originally dated July 3, 2014 (as amended and restated from time to time, including pursuant to amendment and restatement agreements dated May 3, 2017, June 22, 2021, November 8, 2022, September 15, 2023 and February 2, 2024, the “Senior Facilities Agreement”). Pursuant to the Amendment Agreement, the Senior Facilities Agreement has been amended (as amended the “Amended Senior Facilities Agreement”) to reduce the margin on the Company's existing USD denominated Term Loan B of USD 693 million principal due 2029 (the “Term Loan”) by 50 basis points. The description of the Amended Senior Facilities Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended Senior Facilities Agreement, which is attached hereto as Exhibit 99.1.
On April 29, 2024, the Company issued a press release announcing the repricing of the Term Loan. A copy of the press release is furnished as Exhibit 99.2 to this Report on Form 6-K. This Report on Form 6-K is hereby incorporated by reference into the registration statements on (i) Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044) and (iii) Form F-3ASR filed with the Commission on March 1, 2023, which was automatically effective upon filing with the Commission (File No. 333-270190).
SIGNATURE
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, thereunto duly authorized.
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| NOMAD FOODS LIMITED |
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| By: | | /s/ Samy Zekhout |
| Name: | | Samy Zekhout |
| Title: | | Chief Financial Officer |
Dated: May 2, 2024
Exhibit Index
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Exhibit
Number | | Exhibit Title |
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| | Amendment and Restatement Agreement by and among the Company, and Citibank Europe Plc, UK Branch as agent and Kroll Trustee Services Limited as security agent on behalf of certain other finance parties thereto relating to that certain Senior Facilities Agreement originally dated July 3, 2014 (as amended and restated from time to time, including pursuant to amendment and restatement agreements dated May 3, 2017, June 22, 2021, November 8, 2022, September 15, 2023 and February 2, 2024). |
| | Press Release issued by Nomad Foods Limited on April 29, 2024 relating to the repricing of its existing senior secured term loan. |