Page 4 of 10 – SEC Filing
Item 1. Security and Issuer
This Schedule 13D relates to the capital stock, par value $.0375 (the Capital Stock), of Campbell Soup Company, a New Jersey
corporation (the Issuer). The address of the Issuers principal executive offices is 1 Campbell Place, Camden, New Jersey 08103.
Item 2. Identity and Background
(a)
This Schedule 13D is being filed by Third Point LLC, a Delaware limited liability company (the Management Company), and Daniel S. Loeb (Mr. Loeb and, together with the Management Company, the
Reporting Persons).
(b) The principal business address of the Reporting Persons is 390 Park Avenue, 19th Floor, New
York, New York 10022.
(c) The principal business of the Management Company is to serve as investment manager or adviser to a variety of
hedge funds and managed accounts (such funds and accounts, collectively, the Funds), and to control the investing and trading in securities of the Funds. The principal occupation of Mr. Loeb is serving as Chief Executive
Officer of the Management Company.
(d) (e) During the last five years, none of the Reporting Persons (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Loeb is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Funds expended an aggregate of approximately $686,442,376.90 of their own investment capital to acquire the 17,000,000 shares of Capital
Stock held by them.
The Reporting Persons and Funds may effect purchases of shares of Capital Stock through margin accounts maintained
for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms credit policies. Positions in
shares of Capital Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other
securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Capital Stock.
Item 4. Purpose of Transaction
The
Reporting Persons acquired most of their Capital Stock following the Issuers disastrous fiscal 3q18 earnings report and the unexpected departure of the Issuers Chief Executive Officer Denise Morrison. The Reporting Persons believe that
the subsequently announced strategic review, if conducted properly, will create significant value for the Issuers shareholders.
The
Reporting Persons analysis shows that years of abysmal oversight by the Issuers Board of Directors permitted management missteps, dismal operating performance, and a series of ill-advised acquisitions to take an irreversible toll
on the Issuer. Today, the stock trades at roughly the same price it did in 1996 and the Issuer carries a debt load of more than 5x its EBITDA, which provides limited room to maneuver in the face of deteriorating operational and financial results.
This predicament is exacerbated by a lack of leadership at the Issuer following the abrupt exit of its Chief Executive Officer without a successor in place or even a search process underway. One of the most essential duties of any Board of Directors
is to avoid this kind of a situation by making CEO succession planning paramount; the current CEO vacuum reminds the Reporting Persons of Ben Franklins resonant insight that if you fail to plan, you are planning to fail.
The Reporting Persons understand from our conversations with the Issuers Interim Chief Executive Officer, Keith R. McLoughlin, and the
Issuers public statements that all options, including a sale, are being evaluated in the ongoing strategic review. The Reporting Persons are encouraged by recent press reports suggesting that a sale process is already underway. Given the
significant obstacles facing the Issuer, the Reporting Persons believe that the only justifiable outcome of the strategic review is for the Issuer to be sold to a strategic buyer.
The Reporting Persons are aware that members of Issuers founders family hold a significant percentage of the voting stock in the
Issuer but remind the Board that directors bear fiduciary responsibility to all shareholders. These shareholders include the founders many descendants, who are beneficiaries of trusts controlled by certain members of this Board and who have
been ill-served by the poor oversight of the Issuers business. One such descendant shareholder who strongly shares our views is George Strawbridge and we have agreed to act together to pursue change at the Issuer. The Management Company and
Mr. Strawbridge may be deemed to be a group (the Group) for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Act). The Letter Agreement (as defined below) is described in
Item 6 of this Schedule 13D and the attached Exhibit 1. Mr. Strawbridge will file a separate Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing his required information. The Reporting Persons assume no responsibility for the
information contained in such Schedule 13D filed by Mr. Strawbridge. The Reporting Persons expressly disclaim beneficial ownership of any securities acquired by other members of the Group.
The Reporting Persons may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to, or
would result in, any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuers shares of Capital Stock, (ii) engaging in an extraordinary transaction, such as a merger,
with the Issuer, or acquiring a material amount of the Issuers assets, or grouping with any other party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with
any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or
publicly, and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuers Board of Directors.
The Reporting Persons intend to review their investment in the Issuers shares of Capital Stock on a continuing basis. Depending on
various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Capital Stock (but without acquiring a control stake in the Issuers shares
of Capital Stock) or selling some or all of their shares of Capital Stock. The response under Item 6 below is incorporated herein by reference.
The Reporting Persons insist that the Issuers Board conduct a rigorous strategic review that results in the best outcome for investors.
The Issuers Board must weigh the value of the Issuer to a strategic buyer today versus the present value of alternate go it alone scenarios, adjusted for execution risk. The Group will continue to advocate strongly for shareholders
during the strategic review and may seek Board representation if we conclude that the Issuers Board failed to discharge its fiduciary duty.
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Item 1. Security and Issuer
This Schedule 13D relates to the capital stock, par value $.0375 (the Capital Stock), of Campbell Soup Company, a New Jersey
corporation (the Issuer). The address of the Issuers principal executive offices is 1 Campbell Place, Camden, New Jersey 08103.
Item 2. Identity and Background
(a)
This Schedule 13D is being filed by Third Point LLC, a Delaware limited liability company (the Management Company), and Daniel S. Loeb (Mr. Loeb and, together with the Management Company, the
Reporting Persons).
(b) The principal business address of the Reporting Persons is 390 Park Avenue, 19th Floor, New
York, New York 10022.
(c) The principal business of the Management Company is to serve as investment manager or adviser to a variety of
hedge funds and managed accounts (such funds and accounts, collectively, the Funds), and to control the investing and trading in securities of the Funds. The principal occupation of Mr. Loeb is serving as Chief Executive
Officer of the Management Company.
(d) (e) During the last five years, none of the Reporting Persons (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Loeb is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Funds expended an aggregate of approximately $686,442,376.90 of their own investment capital to acquire the 17,000,000 shares of Capital
Stock held by them.
The Reporting Persons and Funds may effect purchases of shares of Capital Stock through margin accounts maintained
for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms credit policies. Positions in
shares of Capital Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other
securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Capital Stock.
Item 4. Purpose of Transaction
The
Reporting Persons acquired most of their Capital Stock following the Issuers disastrous fiscal 3q18 earnings report and the unexpected departure of the Issuers Chief Executive Officer Denise Morrison. The Reporting Persons believe that
the subsequently announced strategic review, if conducted properly, will create significant value for the Issuers shareholders.
The
Reporting Persons analysis shows that years of abysmal oversight by the Issuers Board of Directors permitted management missteps, dismal operating performance, and a series of ill-advised acquisitions to take an irreversible toll
on the Issuer. Today, the stock trades at roughly the same price it did in 1996 and the Issuer carries a debt load of more than 5x its EBITDA, which provides limited room to maneuver in the face of deteriorating operational and financial results.
This predicament is exacerbated by a lack of leadership at the Issuer following the abrupt exit of its Chief Executive Officer without a successor in place or even a search process underway. One of the most essential duties of any Board of Directors
is to avoid this kind of a situation by making CEO succession planning paramount; the current CEO vacuum reminds the Reporting Persons of Ben Franklins resonant insight that if you fail to plan, you are planning to fail.
The Reporting Persons understand from our conversations with the Issuers Interim Chief Executive Officer, Keith R. McLoughlin, and the
Issuers public statements that all options, including a sale, are being evaluated in the ongoing strategic review. The Reporting Persons are encouraged by recent press reports suggesting that a sale process is already underway. Given the
significant obstacles facing the Issuer, the Reporting Persons believe that the only justifiable outcome of the strategic review is for the Issuer to be sold to a strategic buyer.
The Reporting Persons are aware that members of Issuers founders family hold a significant percentage of the voting stock in the
Issuer but remind the Board that directors bear fiduciary responsibility to all shareholders. These shareholders include the founders many descendants, who are beneficiaries of trusts controlled by certain members of this Board and who have
been ill-served by the poor oversight of the Issuers business. One such descendant shareholder who strongly shares our views is George Strawbridge and we have agreed to act together to pursue change at the Issuer. The Management Company and
Mr. Strawbridge may be deemed to be a group (the Group) for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Act). The Letter Agreement (as defined below) is described in
Item 6 of this Schedule 13D and the attached Exhibit 1. Mr. Strawbridge will file a separate Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing his required information. The Reporting Persons assume no responsibility for the
information contained in such Schedule 13D filed by Mr. Strawbridge. The Reporting Persons expressly disclaim beneficial ownership of any securities acquired by other members of the Group.
The Reporting Persons may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to, or
would result in, any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuers shares of Capital Stock, (ii) engaging in an extraordinary transaction, such as a merger,
with the Issuer, or acquiring a material amount of the Issuers assets, or grouping with any other party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with
any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or
publicly, and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuers Board of Directors.
The Reporting Persons intend to review their investment in the Issuers shares of Capital Stock on a continuing basis. Depending on
various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Capital Stock (but without acquiring a control stake in the Issuers shares
of Capital Stock) or selling some or all of their shares of Capital Stock. The response under Item 6 below is incorporated herein by reference.
The Reporting Persons insist that the Issuers Board conduct a rigorous strategic review that results in the best outcome for investors.
The Issuers Board must weigh the value of the Issuer to a strategic buyer today versus the present value of alternate go it alone scenarios, adjusted for execution risk. The Group will continue to advocate strongly for shareholders
during the strategic review and may seek Board representation if we conclude that the Issuers Board failed to discharge its fiduciary duty.
