Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 June 2021

Commission File Number: 001-37669

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(Translation of registrant’s name in English)

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Bedfont Lakes Business Park

Feltham, Middlesex TW14 8HA

(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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On June 7, 2021, Nomad Foods Limited issued a press release announcing its intention to refinance its existing senior secured term loan facility and is contemplating the potential incurrence of additional senior secured financing. A copy of the press release is filed as Exhibit 99.1 to this Report on Form 6-K and 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-3 filed with the Commission on June 4, 2018, which was automatically effective upon filing with the Commission (File No. 333-225402).

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/ Stéfan Descheemaeker
			Name:						Stéfan Descheemaeker
			Title:						Chief Executive Officer


Exhibit Number						Exhibit Title

99.1						Press Release issued by Nomad Foods Limited on June 7, 2021.

Nomad Foods Announces Intention to Refinance its Existing Senior Secured Term Loan Facility

FELTHAM, England – June 7, 2021 - Nomad Foods Limited (NYSE: NOMD) today announced that it intends to refinance its existing €553 million senior secured term loan facility through a new 7-year term facility under its existing senior facility agreement. Additionally, it intends to upsize its existing revolving cash flow facility to a new €175 million, 5-year revolving cash flow facility. There can be no assurance that the refinancing will occur, or, if it does, as to the terms of the refinancing.

In addition, Nomad is contemplating the potential incurrence of additional senior secured financing of up to €750 million in aggregate principal amount, subject to market conditions. Proceeds from such potential financing sources, including the new senior secured term loan and approximately €290 million of cash on balance sheet are expected to be used by Nomad to (i) repay its entire €400 million aggregate principal amount of its senior secured notes due 2024 (including the optional redemption premium thereon), (ii) repay its existing EUR Term Loan B, (iii) fund the acquisition of Fortenova Group’s Frozen Food Business Group and (iv) pay transaction fees and expenses. After giving effect to the transactions and uses described herein, Nomad expects its leverage ratio to be approximately 3.7x.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Nomad Foods (NYSE: NOMD) is Europe's leading frozen food company. The Company's portfolio of iconic brands, which includes Birds Eye, Findus, Iglo, Aunt Bessie's and Goodfella's, 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

Nomad Foods Contacts

Investor Relations Contacts

Gladstone Place Partners

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 (i) ability to consummate the refinancing of its existing senior secured term loan facility and the expected terms thereof, (ii) ability to consummate the contemplated additional senior secured financing and the expected terms thereof and (iii) pro forma leverage ratio, 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.

This press release constitutes a public disclosure of inside information by Nomad Foods Limited 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 Samy Zekhout, Chief Financial Officer.

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.