UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 313, 2015

Big Heart Pet Brands

(Exact name of registrant as specified in its charter)


Delaware	333-107830-05	75-3064217
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Maritime Plaza, San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 247-3000

Not Applicable

Former name or former address, if changed since last report

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

~~On February 3, 2015, Blue Acquisition Group, Inc., a Delaware corporation (“Parent”), the parent corporation of~~ Big Heart Pet Brands (the “Company”), ~~entered~~today issued ~~into~~a annotice ~~Agreement~~pursuant ~~and~~to ~~Plan~~the ofIndenture ~~Merger~~governing ~~(the~~its ~~“Merger~~$900 ~~Agreement”)~~million ~~with~~currently ~~The~~outstanding J7.625% M.Senior ~~Smucker~~Notes ~~Company,~~due an2019 ~~Ohio corporation~~ (the “~~Smucker~~Notes”), ~~and~~that ~~certain~~it ~~subsidiaries~~intends ofto ~~Smucker,~~redeem ~~pursuant~~the tofull ~~which Smucker~~aggregate ~~will~~principal ~~acquire~~amount ~~Parent~~outstanding (of the ~~“Merger”),~~Notes on March 16, ~~the~~2015 ~~terms~~(as ~~and~~may ~~subject~~be tomodified ~~the~~as ~~conditions~~described ~~set~~below, ~~forth in~~ the ~~Merger~~“Redemption ~~Agreement~~Date”). The ~~aggregate~~Notes ~~purchase~~will ~~price~~be ~~paid~~redeemed byat ~~Smucker~~a ~~will~~redemption ~~consist~~price ofequal ~~approximately~~to 17101.~~9 million~~906% ~~shares~~ of ~~Smucker~~their ~~common stock~~aggregate ~~and~~principal ~~approximately~~amount ~~$1.3~~plus ~~billion~~accrued inand ~~cash,~~unpaid ~~subject~~interest to ~~a post-closing working capital adjustment, and adjustment for cash, transaction expenses and certain other amounts. Smucker will also refinance approximately $2.6 billion of~~ the ~~Company’s~~ ~~outstanding~~Redemption ~~debt~~Date.

The ~~parties’ respective~~ obligation ~~to complete the Merger is subject to customary conditions, including (1) the expiration or early termination~~ of ~~applicable waiting periods under~~ the ~~Hart-Scott-Rodino~~Company Antitrust Improvements Act of 1976, as amended, (2) clearance under the Canadian Competition Act, (3) the accuracy of all representations and warranties made by the other party in the Merger Agreement and performance by the other party of its obligations under the Merger Agreement (subject in each case to ~~certain~~pay ~~materiality standards), and (4)~~ the ~~absence~~Redemption ofPrice ~~an injunction~~on ~~or law prohibiting~~ the ~~Merger.~~Redemption ~~Smucker’s~~Date ~~obligation to complete the Merger~~ is ~~further~~ subject to ~~(1) receipt of a written consent evidencing~~ the approval of the Merger Agreement by Parent’s stockholders holding at least 99% of the outstanding shares of Parent’s common stock (the “Written Consent”), (2) there having been no material adverse effect, or effect that would reasonably be expected to have a material adverse effect, on Parent since the date of the Merger Agreement, and (3) the receipt of certain financial information from Parent. Immediately following ~~the execution of the Merger Agreement, Blue Holdings I, L.P., which holds at least 99% of the outstanding shares of Parent common~~conditions ~~stock,~~precedent: ~~executed and delivered to Smucker the Written Consent. Parent’s obligation to complete the Merger is further subject to receipt of a customary tax opinion with respect to the Merger.~~

~~The~~(1) ~~Merger~~the ~~Agreement~~occurrence ~~contains~~of ~~certain~~the ~~termination~~Effective ~~rights,~~Time ~~including~~(as ~~the~~defined ~~right~~in that certain Agreement and Plan of ~~either~~Merger, ~~party~~dated toas ~~terminate~~of February 3, 2015 (the “Merger Agreement”), ifamong ~~the~~Blue ~~Merger has~~Acquisition ~~not~~Group, ~~occurred~~Inc. by(“BAG”), ~~the~~a ~~four-month~~Delaware ~~anniversary~~corporation, ofThe ~~the~~J. ~~date~~M. ofSmucker ~~the~~Company, ~~Merger~~an ~~Agreement~~Ohio corporation (“Smucker”), ~~subject~~SPF toHoldings ~~extension~~I, ~~pursuant~~Inc., toa ~~the~~Delaware ~~Merger~~corporation, ~~Agreement~~SPF Holdings II, LLC, a Delaware limited liability company, and Blue Holdings I, L.P., as amended, supplemented, or otherwise modified from time to time);

~~The~~(2) ~~Merger~~receipt ~~Agreement~~by ~~contains~~Smucker ~~customary representations and warranties~~ of ~~Smucker,~~net ~~Parent~~cash ~~and~~proceeds ~~their~~from ~~respective subsidiaries. Each~~ third-party ~~has agreed~~debt tofinancing ~~various~~sources ~~covenants~~for ~~and~~the ~~agreements,~~purpose ~~including,~~of ~~among others~~enabling, and in ~~the~~an ~~case~~amount ofsufficient ~~Parent~~to anenable, ~~agreement~~Smucker to ~~conduct~~fulfill its ~~business~~obligations inunder the ~~ordinary~~Merger ~~course~~Agreement, ~~during~~repay ~~the~~or ~~period~~redeem ~~prior~~certain toexisting ~~the~~debt ~~closing~~ of ~~the~~BAG ~~Merger~~ and ~~not~~its tosubsidiaries, ~~engage~~and inpay certain ~~transactions during~~fees ~~this~~and ~~period.~~expenses in connection therewith; and

~~The~~(3) ~~foregoing~~receipt ~~description of the Merger Agreement does not purport to be complete and is qualified in its entirety~~ by ~~reference~~ to the Merger Agreement, which is included as Exhibit 2.1 and incorporated by reference herein. The Merger Agreement has been included as an exhibit hereto solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information about Parent, the Company, ~~Smucker or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement are made only for purposes~~ of ~~the~~immediately ~~Merger~~available ~~Agreement~~funds ~~and are made as of specific dates; are solely~~ for the ~~benefit~~purpose of ~~the~~enabling, ~~parties; may be subject to qualifications~~ and ~~limitations agreed upon by the parties~~ in ~~connection~~an ~~with~~amount ~~negotiating~~sufficient ~~the terms~~to ~~of the Merger Agreement~~enable, ~~including being qualified by confidential disclosures made for~~ the ~~purpose~~Company ~~of allocating contractual risk between the parties rather than establishing matters as facts; and may be subject~~ to ~~standards~~redeem ~~of materiality applicable to~~ the ~~contracting~~Notes ~~parties~~in ~~that~~full ~~differ from those applicable to investors or security holders. Investors~~ and ~~security~~pay ~~holders~~certain ~~should~~fees ~~not rely on the representations, warranties~~ and ~~covenants~~expenses or any description thereof as characterizations of the actual state of facts or condition of Parent, the Company, Smucker or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ~~public~~connection ~~disclosures~~therewith.

~~Item~~In ~~7.01~~the ~~Regulation~~Company’s FDdiscretion, ~~Disclosure~~the Redemption Date may be delayed until such time as any or all such conditions precedent shall be satisfied as provided above, or the redemption of the Notes may not occur and the redemption notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied by the Redemption Date, or the Redemption Date as so delayed.

OnDISCLOSURE ~~February 3,~~REGARDING 2015, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this report, announcing the execution of the Merger Agreement described in Item 1.01 of this Current Report on Form 8FORWARD-K.LOOKING STATEMENTS

This ~~information~~current isreport ~~furnished~~on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and ~~pursuant~~Section 21E of the Securities Exchange Act. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans or intentions relating to acquisitions, ~~Item 7~~business trends and other information that is not historical information.01 ofWhen used in this current report on Form 8-K, the words “intends,” “seek” and “will” and variations of such words or similar expressions are intended to identify forward-looking statements. ~~The~~All ~~information~~forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in ~~this~~good ~~report~~faith ~~shall~~and ~~not~~we bebelieve ~~treated~~there asis ~~filed~~a reasonable basis for ~~purposes~~them. ofHowever, ~~the~~there ~~Securities~~can ~~Exchange~~be ~~Act~~no ofassurance ~~1934~~that management’s expectations, asbeliefs ~~amended~~and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

~~The~~SIGNATURES furnishing of the information in this Item 7.01 is not intended to, and does not constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of February 3, 2015, by and among Blue Acquisition Group, Inc., The J. M. Smucker Company, SPF Holdings I, Inc., SPF Holdings II, LLC and, for the limited purposes set forth therein, Blue Holdings I, L.P. (filed as Exhibit 2.1 to the Form 8-K filed by The J. M. Smucker Company on February 4, 2015, and incorporated herein by reference).
99.1		Press Release, dated February 3, 2015.

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.

EXHIBIT INDEX

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of February 3, 2015, by and among Blue Acquisition Group, Inc., The J. M. Smucker Company, SPF Holdings I, Inc., SPF Holdings II, LLC and, for the limited purposes set forth therein, Blue Holdings I, L.P. (filed as Exhibit 2.1 to the Form 8-K filed by The J. M. Smucker Company on February 4, 2015, and incorporated herein by reference).
99.1		Press Release, dated February 3, 2015.

BIG HEART PET BRANDS

Date: February 13, 2015

/s/ Timothy S. Ernst

Name: Timothy S. Ernst

Title: Secretary

Filing Compare · BIG HEART PET BRANDS