Nomad Foods (NYSE: NOMD) to refinance €800m debt with 2033 notes
Rhea-AI Filing Summary
Nomad Foods Limited, through its wholly owned subsidiary Nomad Foods Bondco Plc, has priced an offering of €800.0 million aggregate principal amount of 5¼% Senior Secured Notes due 2033. The company intends to use the gross proceeds to refinance in full the Issuer’s existing €800.0 million Senior Secured Notes due 2028, which would extend its next material long-term debt maturity to 2032.
The new notes will be guaranteed and secured on a senior basis by Nomad Foods and certain subsidiaries. In connection with this Refinancing, the company expects, contingent upon completion, to increase commitments under its revolving credit facility by €105.0 million to €280.0 million. The Refinancing and RCF Upsize are expected to close and become effective on July 30, 2026, subject to customary closing conditions, and the notes are being sold only to institutional and other qualified investors under Rule 144A, Regulation S and related European and UK exemptions.
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Key Figures
Key Terms
Senior Secured Notes financial
Rule 144A regulatory
Regulation S regulatory
Prospectus Regulation regulatory
EU PRIIPs Regulation regulatory
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FAQ
What debt offering did Nomad Foods (NOMD) announce on July 22, 2026?
How will Nomad Foods (NOMD) use the proceeds from the €800.0 million notes?
What changes are planned for Nomad Foods’ (NOMD) revolving credit facility?
When are the Nomad Foods (NOMD) Refinancing and RCF Upsize expected to close?
Who can purchase the new Nomad Foods (NOMD) Senior Secured Notes?
What happens to Nomad Foods’ existing 2028 notes under this transaction?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-37669
Nomad Foods Limited
(Translation of registrant’s name in English)
Forge, 43 Church Street West
Woking
Surrey, United Kingdom, GU21 6HT
+ (44) 208 918 3200
(Address of Principal Executive Offices)
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 ☒ Form 40-F ☐
On July [22], 2026, Nomad Foods Limited (the “Company”) issued a press release announcing the pricing of a senior secured notes offering. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
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.
| NOMAD FOODS LIMITED | ||
| By: | /s/ Dominic Brisby | |
| Name: | Dominic Brisby | |
| Title: | Chief Executive Officer | |
Dated: July 22, 2026
Exhibit Index
| Exhibit Number |
Exhibit Title | |
| 99.1 | Press Release issued by the Company on July 22, 2026 announcing the pricing of a senior secured notes offering. | |
Exhibit 99.1
Nomad Foods Announces Pricing of Senior Secured Notes Offering
Woking, England – July 22, 2026 — Nomad Foods Limited (NYSE: NOMD) (“Nomad Foods” or the “Company”) today announces that Nomad Foods Bondco Plc (the “Issuer”), an indirect, wholly-owned subsidiary of the Company, has priced its offering of €800.0 million aggregate principal amount of 5¼% Senior Secured Notes due 2033 (the “Notes”). The Company intends to use the gross proceeds of the offering to refinance in full the Issuer’s existing €800.0 million aggregate principal amount Senior Secured Notes due 2028 (the “Existing Notes”), which would extend the Company’s next material long-term debt maturity to 2032. (such refinancing, together with the issuance of the Notes, being the “Refinancing”). In connection with and contingent upon the Refinancing, the Company expects to increase the commitments under its revolving credit facility by €105.0 million by way of an additional facility notice, providing an aggregate amount available thereunder of €280.0 million (the “RCF Upsize”). The Notes will be guaranteed and secured on a senior basis by the Company and certain of its subsidiaries. The Refinancing is expected to close, and the RCF Upsize is expected to become effective, on July 30, 2026, in each case subject to customary closing conditions. However, no assurance can be given that the Refinancing will be completed or the RCF Upsize will become effective, or, if completed or effective, as to the terms on which it will be completed or effective.
Enquiries
Investor Relations Contact
Jason English
investors@nomadfoods.com
Media Contact
Oliver Thomas, Head of Corporate Affairs
Oliver.Thomas@nomadfoods.com
About Nomad Foods
Nomad Foods (NYSE: NOMD) is Europe’s leading frozen food company. The Company’s portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Ledo and Frikom, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad Foods is headquartered in the United Kingdom. Additional information may be found at www.nomadfoods.com.
Important Regulatory Notice
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The Notes and any related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and any related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act.
The offer and sale of the Notes will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for purposes of the Prospectus Regulation. Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any European Economic Area member state, this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of the Prospectus Regulation, and must not be acted on or relied on by other persons in that member state. In the United Kingdom, this announcement and any offer of the securities referred to herein will be made pursuant to an exemption under the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) from the prohibition in the POATRs on offers of securities to the public in the United Kingdom. Accordingly, any person making or intending to make an offer of the securities referred to herein in the United Kingdom may only do so in circumstances in which the offer falls within an exemption from the prohibition on public offers in Part 1 of Schedule 1 to the POATRs.
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “EU MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, and without prejudice to the obligations of the Issuer in accordance with EU MiFID II, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no disclosure document required by FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing any in scope securities or otherwise making them available to retail investors in the U.K. has been or will be prepared. Offering or selling the Notes or otherwise making them available to any retail investor in the U.K. may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
Holders of Existing Notes are urged to refer to the notice of conditional redemption for more information regarding the conditions precedent to such redemption, redemption price, record date and redemption date available on the official website of the Luxembourg Stock Exchange, www.luxse.com. This press release does not constitute a notice of conditional redemption thereof.
This announcement constitutes a public disclosure of inside information by the Issuer under Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No 2016/1055 (10 June 2016). The person responsible for making this release on behalf of Nomad Foods Limited is Ruben Baldew, Chief Financial Officer.
Forward Looking Statements
This announcement contains “forward-looking statements” that are based on estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements are all statements other than statements of historical fact or statements in the present tense, and can be identified by words such as “targets”, “aims”, “aspires”, “assumes”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “hopes”, “may”, “would”, “should”, “could”, “will”, “plans”, “predicts” and “potential”, as well as the negatives of these terms and other words of similar meaning. The forward-looking statements in this announcement, including expectations regarding the Company’s ability to consummate the Refinancing and the RCF Upsize and the expected terms and timing of the Refinancing and the RCF Upsize, are made based upon the Company’s estimates, expectations and beliefs concerning future events affecting the Company and are subject to a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate, which may prove not to be accurate. The Company cautions that these forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in these forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results. The Company will update this announcement as required by applicable law, including the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules, and any other applicable law or regulations, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.