Conagra Brands, Inc. has entered into an agreement with Hometown Food Company, a portfolio company of Brynwood Partners IX L.P., to divest its line of Chef Boyardee shelf-stable products, including its ready-to-eat pasta meals.

The transaction includes the 820,000-sq.-ft. manufacturing facility in Milton, Pa., as well as all assets and operations dedicated to the Chef Boyardee shelf-stable products, with the exception of frozen skillet meals, which Hometown Food Company will license to Conagra. The Chef Boyardee products that are part of the transaction contributed approximately $450 million to Conagra’s net sales in the 2024 fiscal year.

The divestiture is subject to customary closing conditions, including the receipt of any applicable regulatory approvals. The sale price is $600 million in cash and is expected to close in the second quarter of 2025.

Chef Boyardee is an American brand of shelf-stable meals, including both canned and microwave formats. The business has a heritage spanning over 100 years and began when Chef Hector Boiardi emigrated from Italy to the U.S. in the early-1900s. The brand’s products include its Beef Ravioli, Spaghetti & Meatballs, Mini Ravioli and Beefaroni. Chef Boyardee products are sold in the grocery, mass retailer and dollar store channels across the U.S. and have a presence in Canada and Puerto Rico. The business’ Milton manufacturing facility, with its approximately 500 employees, will complement Hometown’s three existing manufacturing facilities.

“The Chef Boyardee divestiture marks another milestone in reshaping the Conagra Brands portfolio for better long-term growth, while also paying down debt,” says Sean Connolly, president and chief executive officer of Conagra Brands. “Despite the uncertain external environment, Conagra remains proactive in its pursuit of shareholder-value creation. By deepening our focus on our leading, growth-oriented frozen and healthy-snacking businesses, we continue to build a more focused company with modern consumer brands.”

Conagra estimates that if the transaction had been completed at the start of the 2025 fiscal year, the divestiture would have been approximately 4% dilutive to adjusted earnings per share for the year, excluding transaction costs and other one-time impacts. Conagra expects to use the net proceeds from the transaction to pay down debt. The company will further discuss the transaction and its impact on the 2026 fiscal year when it releases its fourth quarter results.

Brynwood formed Hometown Food Company in 2018 to acquire a portfolio of brands from The J.M. Smucker Company, including the U.S. rights to the Pillsbury shelf-stable baking products, Hungry Jack pancake mixes and syrups, Martha White and White Lily. Since then, Hometown has furthered its product offerings through the acquisition of Arrowhead Mills from The Hain Celestial Group, Inc. in 2019, a merger with De Wafelbakkers in 2022 and the acquisition of Birch Benders from Sovos Brands, Inc. in 2023. With Chef Boyardee, Hometown will have annual gross revenues exceeding $1.6 billion and four manufacturing facilities across the Northeastern, Midwestern, South Central and Southeastern U.S., supported by approximately 1,500 employees.

“The Chef Boyardee acquisition marks the single largest acquisition in Brynwood’s 40-year history,” says Henk Hartong, chair and CEO of Brynwood Partners. “We are excited to add the iconic Chef Boyardee brand to the Hometown collection of nostalgic brands that offer a longstanding, rich heritage. We have grown the Hometown portfolio by nearly twofold since we formed the business and are confident that we can reinvigorate the Chef Boyardee brand and extend into new formats quickly.”

“We are thrilled to welcome Chef Boyardee into the Hometown family and will run the business from our corporate headquarters in Chicago,” says Tom Polke, president and CEO of Hometown Food Company. “We look forward to working with the Conagra team to effect a smooth transition of the business.”

Brynwood Partners’ portfolio also includes Harvest Hill Beverage Company, Carolina Beverage Group, Great Kitchens Food Company, West Madison Foods and Miracapo Pizza Company. Chef Boyardee increases Brynwood’s manufacturing network to 20 U.S. facilities, approximately 5,500 employees and over $3.7 billion in annual sales. Four of Brynwood’s portfolio companies are based in the Chicago area, supported by six factories. Brynwood has completed over 60 brand acquisitions from more than 20 different corporate sellers in its over-40-year history.

Centerview Partners LLC acted as the financial advisor for Conagra Brands, and Mayer Brown LLP acted as legal counsel for Conagra Brands. Holland & Knight LLP represented Brynwood Partners on legal matters.