v3.26.3
Acquisition
 12 Months Ended
Aug. 02, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
La Regina
On December 8, 2025, we entered into purchase agreements to acquire 49% of the issued and outstanding equity interests of La Regina di San Marzano di Antonio Romano S.p.A. (La Regina SPA) and La Regina Atlantica, LLC (La Regina Atlantica, and together with La Regina SPA, La Regina). La Regina currently produces all of our Rao's tomato-based pasta sauces. We acquired the 49% interests in La Regina on May 4, 2026. The aggregate consideration for the transaction is $286 million to be paid in two tranches: (i) $146 million was paid in cash at the closing of the acquisition, and (ii) $140 million of deferred consideration will be payable at our discretion in either cash or unregistered shares of our capital stock (not to exceed 19.9% of our outstanding capital stock and voting power prior to issuance) on May 4, 2027. The remaining 51% of the outstanding equity interests of La Regina are subject to a call option granted to us and a put option granted to La Regina. The call option may be exercised from the first anniversary of the closing until the later of the tenth anniversary of the closing and the date of cessation of the material commercial agreements between the parties. Under the call option, we may, during specified exercise periods, acquire additional equity interests in increments of not less than 2% from La Regina equity holders at a price based on an implied total equity value of approximately $584 million, subject to the payment of a control premium of up to 20% and to a 20% reduction for specified material adverse changes. The put option may be exercised from three years after the first anniversary of the closing until the tenth anniversary of the closing. Under the put option, La Regina equity holders may require us to purchase all or a portion of their remaining equity interests during a defined exercise period, subject to certain conditions and similar pricing mechanics as the call option. To the extent the deferred consideration is not fully settled in shares of our capital stock, we may use shares to settle the options in an amount not to exceed $140 million.
In addition, La Regina SPA shareholders are entitled to additional contingent consideration for potential grants received related to investments in production capacity expansion, not to exceed €25 million.
Total purchase consideration for the 49% interests in La Regina was $299 million, which was determined as follows:
(Millions)
Cash consideration paid to La Regina shareholders at closing(1)
$146 
Deferred consideration payable to La Regina shareholders on the first anniversary of closing(2)
133 
Contingent consideration payable to La Regina SPA shareholders upon receipt of grants(3)
20 
Total consideration$299
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(1) Represents the first tranche of consideration paid to La Regina shareholders at the closing date.
(2) Represents the estimated closing date fair value of the second tranche of consideration payable to La Regina shareholders on May 4, 2027, which is reflected as a liability measured at fair value in the Consolidated Balance Sheet. Fair value was determined based on the present value of the obligation using an appropriate discount rate. The obligation will be accreted to the amount payable with changes recognized in Interest expense.
(3) Represents the estimated closing date fair value of the payment to the La Regina SPA shareholders contingent upon the amount received by La Regina for grants, which is reflected as a contingent consideration liability at fair value in the Consolidated Balance Sheet. Fair value of the obligation and grant receivable was determined using a probability-weighted discounted cash flow analysis, based on the estimated timing of cash flows, probability of the amount of the grants received and using an appropriate discount rate. Changes in fair value will be recognized in earnings.
La Regina SPA and La Regina Atlantica were determined to be VIEs. Based on the nature of our arrangements, we are deemed to be the primary beneficiary and therefore consolidate the VIEs, reflecting the remaining 51% of the outstanding equity interests as noncontrolling interests in our consolidated financial statements. See Note 5 for additional information.
The acquired assets, the assumed liabilities and the 51% noncontrolling interests were recorded at estimated fair values at closing.
The table below presents the fair value that was allocated to the acquired assets and assumed liabilities:
(Millions)Estimated Fair Value
Cash and cash equivalents$147 
Accounts receivable29 
Inventories109 
Other current assets24 
Plant assets151 
Other assets28 
Total assets acquired$488
Short-term borrowings$124 
Accounts payable49 
Accrued liabilities7 
Accrued income taxes1 
Long-term debt36 
Deferred taxes3 
Other liabilities4 
Total liabilities assumed$224 
Net assets acquired$264 
Goodwill335 
Less: Noncontrolling interests(1)
300 
Total consideration$299 
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(1) The fair value of the noncontrolling interests was determined based on the implied total equity value of the transaction, adjusted for the value of the put and call options. The value of the options was estimated using an option pricing approach, incorporating assumptions about expected volatility, time to exercise and risk-free interest rates. The redeemable noncontrolling interests are recorded as temporary equity in the Consolidated Balance Sheet.
The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $335 million of goodwill. Goodwill of $54 million, which is attributed to the acquisition of La Regina Atlantica, is deductible for tax purposes. The remaining amount of goodwill is not deductible for tax purposes. The goodwill is primarily attributable to intangible assets that did not qualify for separate recognition. The goodwill is included in the Meals & Beverages segment.
The purchase price allocation of La Regina is preliminary and is subject to the finalization of certain items, including valuations and tax balances, which will be completed within the allowable measurement period.
We incurred costs of $26 million associated with the acquisition in 2026, including transaction costs, of which $23 million were recorded in Other expenses / (income), and $3 million in Cost of products sold related to the amortization of the acquisition date fair value adjustment to inventories.
The results of operations for La Regina for the period May 4, 2026 through August 2, 2026 were not material. Unaudited pro forma financial results as if the acquisition had occurred as of July 29, 2024 were not material.
Sovos Brands
On August 7, 2023, we entered into a merger agreement to acquire Sovos Brands, Inc. (Sovos Brands) for $23.00 per share. On March 12, 2024, we completed the acquisition. Sovos Brands' portfolio included a variety of pasta sauces, dry pasta, soups, frozen entrées, frozen pizza and yogurts sold in North America under the brand names Rao’s, Michael Angelo’s and noosa. See Note 4 for additional information on the noosa yoghurt business, which was sold on February 24, 2025. Total purchase consideration was $2.899 billion, which was determined as follows:
(Millions)
Cash consideration paid to Sovos Brands shareholders(1)
$2,307
Cash paid for share-based awards(2)
32
Cash consideration paid directly to shareholders$2,339
Cash paid for transaction costs of Sovos Brands 32
Repayment of Sovos Brands existing indebtedness and accrued interest486
Total cash consideration$2,857
Fair value of replacement share-based awards(3)
42
Total consideration$2,899
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(1)    Consideration paid to Sovos Brands shareholders which reflects $23.00 per share.
(2)    Represents cash paid to equity award holders of Sovos Brands restricted stock and restricted stock unit awards attributable to pre-combination service. This excludes $3 million of cash paid that was recognized as expense.
(3)    We issued replacement equity awards in settlement of certain Sovos Brands equity awards that did not become vested in connection with the acquisition. The portion of fair value of the replacement awards attributable to pre-combination service was $42 million and is included in the purchase consideration. We recognized $26 million of expense related to accelerated vesting of certain replacement awards.
The cash portion of the acquisition was funded through a Delayed Draw Term Loan Credit Agreement (the 2024 DDTL Credit Agreement) of $2 billion and cash on hand. See Note 14 for additional information.
The excess of the purchase price over the estimated fair values of identifiable net assets was recorded as $1.116 billion of goodwill. The goodwill is not deductible for tax purposes. The goodwill was primarily attributable to future growth opportunities, anticipated synergies, and intangible assets that did not qualify for separate recognition. The goodwill is included in the Meals & Beverages segment.
We incurred transaction costs and integration costs, including costs to achieve synergies, of $128 million associated with the Sovos Brands acquisition in 2024. Approximately $35 million represented transaction costs, including outside advisory costs, recorded in Other expenses / (income). In addition, we recognized $2 million in Interest expense related to financing fees associated with the 2024 DDTL Credit Agreement. Integration costs included expenses associated with accelerated vesting of replacement awards, severance and retention bonuses, amortization of the acquisition date fair value adjustment to inventories and other costs. Integration costs recognized in 2024 included the following:
•$18 million in Cost of products sold, $17 million of which related to the amortization of the acquisition date fair value adjustment to inventories;
•$3 million of Marketing and selling expenses;
•$47 million of Administrative expenses;
•$2 million of Research and development expenses; and
•$21 million of Restructuring charges to achieve synergies. See Note 9 for additional information.
For the period March 12, 2024 through July 28, 2024, the Sovos Brands acquisition contributed $423 million to Net sales and a loss of $84 million to Net earnings, including the effect of transaction and integration costs and interest expense on the debt to finance the acquisition.
The following unaudited summary information is presented on a consolidated pro forma basis as if the Sovos Brands acquisition had occurred on August 1, 2022:
(Millions)2024
Net sales$10,354 
Net earnings attributable to The Campbell's Company$592 
The pro forma results are not necessarily indicative of the combined results had the Sovos Brands acquisition been completed on August 1, 2022, nor are they indicative of future combined results. The pro forma amounts include adjustments to interest expense for financing the acquisition, to amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and plant assets, and related tax effects. The pro forma results include adjustments to reflect amortization of the acquisition date fair value adjustment to inventories, expenses related to accelerated vesting of replacement awards and severance and retention bonuses as of August 1, 2022.