UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 or 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~February~~ 13March 3, 2015

~~Big~~BIG ~~Heart~~HEART ~~Pet~~PET ~~Brands~~BRANDS

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	333-107830-05	75-3064217
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Maritime Plaza, San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)


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~~N/A ~~Applicable~~

(Former ~~name~~ Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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~~Section 2 ~~7.01~~– ~~Regulation~~Financial FDInformation ~~Disclosure.~~

~~Big~~Item ~~Heart Pet Brands (the “Company”) today issued a notice pursuant to the Indenture governing its $900 million currently outstanding 7~~2.625% Senior Notes due 2019 (the “Notes”) that it intends to redeem the full aggregate principal amount outstanding of the Notes on March 16, 2015 (as may be modified as described below, the “Redemption Date”)02. ~~The~~Results ~~Notes will be redeemed at a redemption price equal to 101.906%~~ of ~~their~~Operations ~~aggregate principal amount plus accrued~~ and ~~unpaid~~Financial ~~interest to the Redemption Date~~Condition.

The ~~obligation~~information ofcontained ~~the~~in ~~Company~~this toItem 2.02 ~~pay~~and in the ~~Redemption~~accompanying ~~Price~~Exhibit on99.1 shall not be deemed filed for purposes of Section 18 of the ~~Redemption~~Securities ~~Date~~Exchange isAct ~~subject~~of to1934, as amended, or incorporated by reference in any filing under the ~~following~~Exchange ~~conditions~~Act or the Securities Act of 1933, as ~~precedent:~~amended, except as shall be expressly set forth by specific reference in such filing.

~~(1)~~On ~~the occurrence of the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of February~~ March 3, 2015 ~~(the “Merger Agreement”)~~, ~~among~~Big ~~Blue~~Heart ~~Acquisition~~Pet ~~Group,~~Brands ~~Inc.~~announced ~~(“BAG”),~~via apress release ~~Delaware~~its ~~corporation,~~results ~~The~~for J.its M.three ~~Smucker~~and ~~Company,~~nine-month anperiods ~~Ohio~~ended ~~corporation (“Smucker”)~~January 25, ~~SPF Holdings I, Inc~~2015., aA ~~Delaware~~copy ~~corporation,~~of ~~SPF~~the ~~Holdings~~press ~~II,~~release ~~LLC,~~is aattached ~~Delaware~~hereto ~~limited~~as ~~liability~~Exhibit ~~company,~~99.1 and ~~Blue~~is ~~Holdings~~incorporated I,herein Lby reference.~~P.,~~ ~~as amended, supplemented, or otherwise modified from time to time);~~

~~(2)~~Section 7 ~~receipt~~– byRegulation ~~Smucker~~FD of net cash proceeds from third-party debt financing sources for the purpose of enabling, and in an amount sufficient to enable, Smucker to fulfill its obligations under the Merger Agreement, repay or redeem certain existing debt of BAG and its subsidiaries, and pay certain fees and expenses in connection therewith; and

~~(3)~~Item ~~receipt~~7.01. byRegulation ~~the~~FD Company of immediately available funds for the purpose of enabling, and in an amount sufficient to enable, the Company to redeem the Notes in full and pay certain fees and expenses in connection therewithDisclosure.

InThe ~~the~~information ~~Company’s~~contained ~~discretion,~~in ~~the~~this ~~Redemption~~Item 7.01 ~~Date~~and ~~may~~in bethe ~~delayed until such time as any or all such~~accompanying ~~conditions~~Exhibit ~~precedent~~99.1 shall not be ~~satisfied~~deemed asfiled ~~provided~~for ~~above,~~purposes orof ~~the~~Section 18 ~~redemption~~ of the ~~Notes~~Securities ~~may~~Exchange ~~not~~Act ~~occur~~of ~~and~~1934, ~~the~~as ~~redemption~~amended, ~~notice~~or ~~may~~incorporated beby ~~rescinded~~reference in ~~the~~any ~~event~~filing ~~that~~under ~~any~~the orExchange ~~all~~Act ~~such~~or ~~conditions~~the ~~precedent~~Securities ~~shall~~Act ~~not~~of ~~have~~1933, ~~been~~as ~~satisfied~~amended, byexcept ~~the~~as ~~Redemption~~shall ~~Date,~~be orexpressly ~~the~~set ~~Redemption~~forth ~~Date~~by asspecific soreference ~~delayed~~in such filing.

~~DISCLOSURE~~The ~~REGARDING~~information ~~FORWARD-LOOKING~~set ~~STATEMENTS~~forth in “Item 2.02. Results of Operations and Financial Condition,” including the exhibit referred to therein, is incorporated herein by reference.

~~This current report on Form 8-K contains “forward-looking statements” within the meaning of~~ Section ~~27A~~9 of– ~~the~~Financial ~~Securities~~Statements ~~Act~~ and ~~Section 21E~~Exhibits 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, business trends and other information that is not historical information. When 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. All 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 good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs 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.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~The toinformation contained in this Item 9.01 and in the accompanying ~~requirements~~Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the ~~registrant~~Exchange ~~has~~Act ~~duly~~or ~~caused~~the ~~this~~Securities ~~report~~Act toof be1933, ~~signed~~as onamended, except ~~its~~as ~~behalf~~shall be expressly set forth by ~~the~~ ~~undersigned~~specific ~~hereunto~~reference ~~duly~~in ~~authorized~~such filing.

(d)

Exhibits.


Exhibit		Description

99.1		Big Heart Pet Brands Press Release dated March 3, 2015

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 hereunto duly authorized.

EXHIBIT INDEX


Exhibit		Description

99.1		Big Heart Pet Brands Press Release dated March 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