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ConAgra Foods, Inc. Announces Cash Tender Offers and Consent Solicitations for Certain Ralcorp Notes



  ConAgra Foods, Inc. Announces Cash Tender Offers and Consent Solicitations
  for Certain Ralcorp Notes

Business Wire

OMAHA, Neb. -- December 28, 2012

ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) today announced that it has
commenced, subject to the terms and conditions set forth in the offer to
purchase and consent solicitation statement dated December 28, 2012 (the
“Offer to Purchase and Consent Solicitation Statement”), tender offers to
purchase for cash (each, a “Tender Offer” and, collectively, the “Tender
Offers”) any and all Floating Rate Notes due August 15, 2018 (the “Floating
Rate Notes”) issued by Ralcorp Holdings, Inc. (“Ralcorp”), 7.29% Notes due
August 15, 2018 (the “2018 Notes”) issued by Ralcorp, and 7.39% Notes due
August 15, 2020 (the “2020 Notes” and, together with the Floating Rate Notes
and the 2018 Notes, the “Notes”) issued by Ralcorp.

In conjunction with the Tender Offers, ConAgra is also soliciting consents
(each, a “Consent Solicitation” and, collectively, the “Consent
Solicitations”) to adopt certain proposed amendments to the indenture (the
“Ralcorp Indenture”) under which the Notes were issued that would eliminate
certain covenants, restrictive provisions and events of default. The Tender
Offers are not conditioned on receipt of requisite consents in the Consent
Solicitations and ConAgra Foods may complete the Tender Offers even if valid
consents sufficient to effect the proposed amendments to the Ralcorp Indenture
are not received.

The Tender Offers and Consent Solicitations are being made in connection with
the merger agreement, dated as of November 26, 2012 (the “Merger Agreement”),
by and among ConAgra Foods, Phoenix Acquisition Sub Inc., a wholly owned
subsidiary of ConAgra Foods, and Ralcorp, pursuant to which ConAgra Foods has
agreed to acquire Ralcorp (the “Acquisition”). On December 28, 2012, Ralcorp
began mailing its definitive proxy statement to its shareholders in connection
with the special meeting of shareholders called to vote on the approval of the
Acquisition, which is scheduled to be held on January 29, 2013. The parties’
obligations to complete the Acquisition are conditioned upon (i) the receipt
of antitrust approvals in the United States and Canada, (ii) approval of the
Merger Agreement by the holders of two-thirds of the outstanding shares of
Ralcorp common stock and (iii) certain other customary closing conditions.
Consummation of the Acquisition is not subject to a financing condition and is
not subject to the completion of the Tender Offers and Consent Solicitations.

Holders who validly tender their Notes at or prior to 5 p.m., New York City
time, on January 14, 2013, unless extended (the “Early Tender Date”) will be
eligible to receive the applicable “Total Consideration” (as set forth below),
which includes the applicable early tender payment set forth below (the “Early
Tender Payment”) for all such Notes that are accepted on the Settlement Date
(as defined below). For Notes validly tendered after the Early Tender Date but
prior 5 p.m., New York City time, on January 29, 2013, unless extended (the
“Expiration Date”), holders of Notes will be eligible to receive only the
applicable Total Consideration less the applicable Early Tender Payment (the
“Tender Consideration”) on the Settlement Date.

The following table summarizes terms material to the determination of the
Total Consideration to be received in the Tender Offers and Consent
Solicitations per $1,000 principal amount of any and all of (i) the Floating
Rate Notes, (ii) the 2018 Notes and (iii) the 2020 Notes validly tendered and
not withdrawn prior to the Early Tender Date:

                                                                    
                                                                   Fixed
                               Principal        Early Tender       Spread^(2)/
                               Amount
CUSIP            Series of     Outstanding      Payment^(1)(2)     Fixed
No./ISIN         Notes                                             Price^(1)
751028AB7 /      Floating
                 Rate          $20,000,000      $30                $1,012.50
US751028AB78     Notes due
                 2018
751028AA9 /      7.29%
                 Notes due     $577,500,000     $30                50 bps
US751028AA95     2018
751028AC5 /      7.39%
                 Notes due     $67,000,000      $30                50 bps
US751028AC51     2020
                                                                    

(1) Per $1,000 principal amount of Notes. The Total Consideration offered for
the Floating Rate Notes (as defined below) is the applicable fixed price,
which includes the applicable Early Tender Payment.

(2) The Total Consideration offered for the 2018 Notes and 2020 Notes (as
defined below) will be calculated with reference to the applicable fixed
spread and includes the applicable Early Tender Payment.

For each $1,000 principal amount of Notes validly tendered on or prior to the
Early Tender Date and accepted for payment pursuant to the Tender Offers,
Holders will be eligible to receive the total consideration (the “Total
Consideration”) equal to:

(1) with respect to the Floating Rate Notes, $1,012.50; and

(2) with respect to each of the 2018 Notes and the 2020 Notes (each a “Series
of Notes”) a price equal to (i) the present value on the Settlement Date (as
defined below) of (a) the principal amount of such series of Notes payable on
the maturity date of such Series of Notes, plus (b) all required remaining
scheduled interest payments due on such Series of Notes through such maturity
date, computed using a discount rate equal to the applicable Treasury Rate (as
defined below) for such Series of Notes, plus 50 bps (the “Fixed Spread”),
minus (ii) accrued and unpaid interest to, but not including, the Settlement
Date, such price being rounded to the nearest $0.01 per $1,000 principal
amount of Notes. “Treasury Rate” means the yield to maturity of the United
States Treasury securities with a constant maturity most nearly equal to the
period from the Settlement Date to the maturity date of the 2018 Notes or the
2020 Notes, as applicable, as compiled and published in the most recent
Federal Reserve Statistical Release H.15 (519) that has become publicly
available as of the second business day prior to the Early Tender Date.

In addition to the Tender Consideration or Total Consideration, as applicable,
ConAgra Foods will pay accrued and unpaid interest on the Notes accepted in
the Tender Offers and Consent Solicitations from the latest interest payment
date to, but not including, the date such Notes are accepted for payment (any
date of such payment, a “Settlement Date”), which will be promptly after the
Expiration Date and is expected to be within two business days after the
Expiration Date.

Holders of Notes who desire to tender their Notes must consent to the proposed
amendments to the Ralcorp Indenture and holders may not deliver consents to
the proposed amendments without tendering their related Notes. If a holder
tenders Notes in a Tender Offer, such holder will be deemed to consent, with
respect to the principal amount of such tendered Notes, to the amendment of
the Ralcorp Indenture. Tenders of Notes may not be withdrawn after 5 p.m., New
York City time, on January 14, 2013, unless extended. If the holders of at
least a majority in aggregate principal amount of the Notes outstanding
deliver consents, Ralcorp will execute a supplemental indenture, effective as
of the Settlement Date, effecting the proposed amendments to the Ralcorp
Indenture.

Each Tender Offer and Consent Solicitation is subject to the satisfaction of
certain conditions, set forth in the Offer to Purchase and Consent
Solicitation Statement including, among other things, the consummation of the
Acquisition. None of the Tender Offers and none of the Consent Solicitations
is conditioned on the completion of any other Offer or Consent Solicitation.
In addition, ConAgra Foods may amend the terms of any of the Tender Offers and
any of the Consent Solicitations without amending the terms of any other Offer
or Consent Solicitation.

The complete terms and conditions of the Tender Offers and Consent
Solicitations are described in the Offer to Purchase and Consent Solicitation
Statement and related Letter of Transmittal, copies of which may be obtained
by contacting Global Bondholder Services Corporation, the tender and
information agent in connection with the Tender Offers and Consent
Solicitations, at (866) 389-1500 (U.S. toll-free) or (212) 430-3774 (banks and
brokers). BofA Merrill Lynch is the exclusive dealer manager and solicitation
agent for the Tender Offers and Consent Solicitations. Additional information
concerning the Tender Offers and Consent Solicitations may be obtained by
contacting BofA Merrill Lynch, Debt Advisory Services, at (980) 388-3646
(collect) or (888) 292-0070 (U.S. toll-free).

This press release does not constitute an offer to sell or purchase, or a
solicitation of an offer to sell or purchase, or the solicitation of tenders
or consents with respect to, any security. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such an offer, solicitation, or
sale would be unlawful. The Tender Offers and Consent Solicitations are being
made solely pursuant to the Tender Offer and Consent Solicitation Statement
and related transmittal documents.

About ConAgra Foods

ConAgra Foods is one of North America’s leading food companies, with consumer
brands in 97% of America’s households and sold in grocery, convenience, mass
merchandise and club stores. ConAgra Foods also has a strong
business-to-business presence, supplying frozen potato and sweet potato
products, as well as other vegetable, spice and grain products to a variety of
well-known restaurants, foodservice operators and commercial customers. For
more information, visit www.conagrafoods.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995

This release includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on ConAgra Foods’ current expectations and are subject to
uncertainty and changes in circumstances. These forward-looking statements
include, among others, statements regarding expected synergies and benefits of
the Acquisition, expectations about future business plans, prospective
performance and opportunities, regulatory approvals and the expected timing of
the completion of the Acquisition. These forward-looking statements may be
identified by the use of words such as “expect,” “anticipate,” “believe,”
“estimate,” “potential,” “should” or similar words. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied in or by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the satisfaction of conditions
to the Tender Offers and Consent Solicitations; the timing to consummate the
Acquisition; the ability and timing to obtain required regulatory approvals
and satisfy other closing conditions in connection with the Acquisition,
including the approval of Ralcorp’s shareholders; the company’s ability to
realize the synergies contemplated by the potential transaction; the company’s
ability to promptly and effectively integrate the businesses of Ralcorp and
ConAgra Foods’; availability and prices of raw materials, including any
negative effects caused by inflation and adverse weather conditions; the
effectiveness of its product pricing, including any pricing actions and
promotional changes; future economic circumstances; industry conditions; the
company’s ability to execute its operating and restructuring plans; the
success of the company’s innovation, marketing, including increased marketing
investments, and cost-saving initiatives; the competitive environment and
related market conditions; operating efficiencies; the ultimate impact of the
company’s product recalls; access to capital; the company’s success in
effectively and efficiently integrating its acquisitions, actions of
governments and regulatory factors affecting the company’s businesses,
including the Patient Protection and Affordable Care Act; the amount and
timing of repurchases of the company’s common stock, if any; and other risks
described in the company’s reports filed with the Securities and Exchange
Commission. The company cautions readers not to place undue reliance on any
forward-looking statements included in this release, which speak only as of
the date made. A copy of all annual and quarterly reports, current reports
material to holders and any current amendment or supplement to the Offer to
Purchase and Consent Solicitation Statement may be obtained from the tender
and information agent, Global Bondholder Services Corporation, at
(866) 407-3900 (toll-free) or (212) 430-3774 (banks and brokers).

Contact:

ConAgra Foods, Inc.
Media
Teresa Paulsen, 402-240-5210
Teresa.Paulsen@conagrafoods.com
or
Analysts
Chris Klinefelter, 402-240-4154
Chris.Klinefelter@conagrafoods.com
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