ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) announced
today the pricing of its previously announced tender offer (the
“Tender Offer”) to purchase for cash up to $1.4 billion combined
aggregate principal amount (the “Maximum Tender Amount”) of its
5.819% Senior Notes due 2017 (the “2017 Notes”), its 7.000% Senior
Notes due 2019 (the “2019 Notes”), its 4.950% Senior Notes due 2020
(the “2020 Notes”), its 3.200% Senior Notes due 2023 (the “2023
Notes”), its 7.125% Senior Notes due 2026 (the “2026 Notes”), its
6.625% Senior Notes due 2039 (the “2039 Notes”) and its 4.650%
Senior Notes due 2043 (the “2043 Notes” and, together with the 2017
Notes, the 2019 Notes, the 2020 Notes, the 2023 Notes, the 2026
Notes and the 2039 Notes, the “Notes”). The amounts of each series
of Notes that are purchased will be determined in accordance with
the acceptance priority levels specified in the table below and on
the cover page of the Offer to Purchase, dated February 2, 2016
(the “Offer to Purchase”), in the column entitled “Acceptance
Priority Level” (the “Acceptance Priority Level”), with 1 being the
highest Acceptance Priority Level and 7 being the lowest Acceptance
Priority Level. In addition, no more than $140,000,000 aggregate
principal amount of the 2019 Notes will be purchased in the Tender
Offer (such aggregate principal amount, the “2019 Cap”), no more
than $110,000,000 aggregate principal amount of the 2026 Notes will
be purchased in the Tender Offer (such aggregate principal amount,
the “2026 Cap”), no more than $85,000,000 aggregate principal
amount of the 2020 Notes will be purchased in the Tender Offer
(such aggregate principal amount, the “2020 Cap”) and no more than
$400,000,000 aggregate principal amount of the 2023 Notes will be
purchased in the Tender Offer (such aggregate principal amount, the
“2023 Cap” and, together with the 2019 Cap, the 2026 Cap and the
2020 Cap, the “Tender Caps”). Furthermore, there is no maximum
aggregate principal amount of the 2043 Notes, the 2039 Notes or the
2017 Notes that may be purchased in the Tender Offer.
The following table sets forth some of the terms of the Tender
Offer, including the Total Consideration (as defined below):
Early
Reference Tender Fixed
Total Principal Acceptance U.S.
Premium Spread Consideration Title of
CUSIP Amount Priority Treasury
Reference (per (basis (per
Security Numbers Outstanding Tender Cap
Level Security Yield $1,000)
points)
$1,000)(1)
4.650% Senior Notes due 2043 205887 BS0 $737,000,000 N/A 1
2.875% U.S.TreasuryNotes due8/15/2045
2.655% $30.00 215 $976.69 6.625% Senior Notes due 2039 205887 BN1
$433,275,000 N/A 2
2.875% U.S.TreasuryNotes due8/15/2045
2.655% $30.00 260 $1,183.63 7.000% Senior Notes due 2019 205887 BF8
$475,002,000 $140,000,000 3
1.125% U.S.TreasuryNotes due1/15/2019
0.904% $30.00 105 $1,153.92 7.125% Senior Notes due 2026 205887 AF9
$372,435,000 $110,000,000 4
2.250% U.S.TreasuryNotes due11/15/2025
1.793% $30.00 235 $1,254.09 4.950% Senior Notes due 2020
205887 BL5/205887 BK7/U20436 AB4
$282,741,000 $85,000,000 5
1.375% U.S.TreasuryNotes due1/31/2021
1.228% $30.00 115 $1,109.02 3.200% Senior Notes due 2023 205887 BR2
$1,000,000,000 $400,000,000 6
2.250% U.S.TreasuryNotes due11/15/2025
1.793% $30.00 130 $1,006.62 5.819% Senior Notes due 2017
205887 BD3/205887 BB7/U20436 AA6
$475,002,000 N/A 7
0.875% U.S.TreasuryNotes due6/15/2017
0.688% $30.00 20 $1,064.93
(1) Inclusive of the Early Tender Premium
The Tender Offer is being made upon and is subject to the terms
and conditions set forth in the Offer to Purchase and the related
Letter of Transmittal. The Tender Offer will expire at midnight,
New York City time, at the end of March 1, 2016, unless extended or
earlier terminated by ConAgra Foods (the “Expiration Date”).
Tenders of Notes may be withdrawn at any time at or prior to 5:00
p.m., New York City time, on February 16, 2016 (the “Early Tender
Deadline”), but may not be withdrawn thereafter except in certain
limited circumstances where additional withdrawal rights are
required by law.
The consideration to be paid in the Tender Offer for each series
of Notes that are validly tendered and accepted for purchase was
calculated in the manner described in the Offer to Purchase by
reference to a fixed spread over the yield to maturity of the
applicable U.S. Treasury Security specified in the table above and
in the Offer to Purchase (the “Total Consideration”). Holders of
the Notes that are validly tendered and not withdrawn on or prior
to the Early Tender Deadline, and accepted for purchase will
receive the applicable Total Consideration, which includes an early
tender premium of $30.00 per $1,000 principal amount of the Notes
accepted for purchase (the “Early Tender Premium”). Holders of
Notes who validly tender their Notes following the Early Tender
Deadline and on or prior to the Expiration Date will only receive
the applicable “Tender Offer Consideration” per $1,000 principal
amount of any such Notes tendered by such holders that are accepted
for purchase, which is equal to the applicable Total Consideration
minus the Early Tender Premium. The Total Consideration was
determined at 2:00 p.m., New York City time, today, and is set
forth in the table above.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable settlement date for such Notes accepted
for purchase. The settlement date for Notes that are validly
tendered on or prior to the Early Tender Deadline and accepted for
purchase is expected to be February 17, 2016, one business day
following the Early Tender Deadline (the “Early Settlement Date”).
The settlement date for the Notes that are tendered following the
Early Tender Deadline but on or prior to the Expiration Date and
accepted for purchase is expected to be March 2, 2016, one business
day following the Expiration Date (the “Final Settlement Date”),
assuming the Maximum Tender Amount is not purchased on the Early
Settlement Date.
Subject to the Tender Caps and the Maximum Tender Amount, all
Notes validly tendered and not validly withdrawn on or before the
Early Tender Deadline having a higher Acceptance Priority Level
(with 1 being the highest) will be accepted before any tendered
Notes having a lower Acceptance Priority Level (with 7 being the
lowest), and all Notes validly tendered after the Early Tender
Deadline having a higher Acceptance Priority Level will be accepted
before any Notes tendered after the Early Tender Deadline having a
lower Acceptance Priority Level. However, even if the Tender Offer
is not fully subscribed as of the Early Tender Deadline, subject to
the Tender Caps and the Maximum Tender Amount, Notes validly
tendered and not validly withdrawn on or before the Early Tender
Deadline will be accepted for purchase in priority to other Notes
tendered after the Early Tender Deadline even if such Notes
tendered after the Early Tender Deadline have a higher Acceptance
Priority Level than Notes tendered prior to the Early Tender
Deadline.
Notes of a series may be subject to proration if the aggregate
principal amount of the Notes of such series validly tendered and
not validly withdrawn is greater than the applicable Tender Cap or
would cause the Maximum Tender Amount to be exceeded.
Furthermore, if the Tender Offer is fully subscribed as of the
Early Tender Deadline, holders who validly tender Notes following
the Early Tender Deadline will not have any of their Notes accepted
for payment.
ConAgra Foods’ obligation to accept for payment and to pay for
the Notes validly tendered in the Tender Offer is subject to the
satisfaction or waiver of the conditions described in the Offer to
Purchase. ConAgra Foods reserves the right, subject to applicable
law, to: (i) waive any and all conditions to the Tender Offer; (ii)
extend or terminate the Tender Offer; (iii) increase or decrease
the Maximum Tender Amount and/or increase, decrease or eliminate
one or more of the Tender Caps; or (iv) otherwise amend the Tender
Offer in any respect.
J.P. Morgan Securities LLC, BofA Merrill Lynch, Wells Fargo
Securities, LLC and Goldman, Sachs & Co. are acting as the
dealer managers for the Tender Offer. The information agent and
tender agent is Global Bondholder Services Corporation. Copies of
the Offer to Purchase, Letter of Transmittal and related offering
materials are available by contacting the Information Agent at
(866) 470-4200 (U.S. toll-free) or (212) 430-3774 (banks and
brokers). Questions regarding the Tender Offer should be directed
to J.P. Morgan Securities LLC, Liability Management Group, at (212)
834-4811 (collect) or (866) 834-4666 (toll-free); BofA Merrill
Lynch, Liability Management Group, at (980) 387-3907 (collect) or
(888) 292-0070 (toll-free); Wells Fargo Securities, LLC, Liability
Management Group, at (704) 410-4760 (collect) or (866) 309-6316
(toll-free); or Goldman, Sachs & Co., Liability Management
Group, at (212) 357-0215 (collect) or (800) 828-3182
(toll-free).
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offer is being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
About ConAgra Foods
ConAgra Foods, Inc. (NYSE: CAG) is one of North America’s
leading packaged food companies with recognized brands such as
Marie Callender’s®, Healthy Choice®, Slim Jim®, Hebrew National®,
Orville Redenbacher’s®, Peter Pan®, Reddi-wip®, PAM®, Snack Pack®,
Banquet®, Chef Boyardee®, Egg Beaters®, Hunt’s® and many other
ConAgra Foods brands, found 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, please
visit us at www.conagrafoods.com.
Note on Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on management’s
current expectations and assumptions and are subject to certain
risks, uncertainties and changes in circumstances that could cause
actual results to differ materially from potential results
discussed in the forward-looking statements. These risks and
uncertainties include, among other things: ConAgra Foods’ ability
to successfully complete the spin-off of its Lamb Weston business
on a tax-free basis, within the expected time frame or at all;
ConAgra Foods’ ability to successfully complete the pending sale of
its private brands operations, within the expected time frame or at
all; ConAgra Foods’ ability to execute its operating and
restructuring plans and achieve its targeted operating
efficiencies, cost-saving initiatives, and trade optimization
programs; ConAgra Foods’ ability to successfully execute its
long-term value creation strategy; ConAgra Foods’ ability to
realize the synergies and benefits contemplated by the Ardent Mills
joint venture; risks and uncertainties associated with intangible
assets, including any future goodwill or intangible asset
impairment charges; the availability and prices of raw materials,
including any negative effects caused by inflation or weather
conditions; the effectiveness of ConAgra Foods’ product pricing
efforts, whether through pricing actions or changes in promotional
strategies; the ultimate outcome of litigation, including
litigation related to the lead paint and pigment matters; future
economic circumstances; industry conditions; the effectiveness of
ConAgra Foods’ hedging activities, including volatility in
commodities that could negatively impact ConAgra Foods’ derivative
positions and, in turn, ConAgra Foods’ earnings; the success of
ConAgra Foods’ innovation and marketing investments; the
competitive environment and related market conditions; the ultimate
impact of any ConAgra Foods’ product recalls; access to capital;
actions of governments and regulatory factors affecting ConAgra
Foods’ businesses, including the Patient Protection and Affordable
Care Act; the amount and timing of repurchases of ConAgra Foods’
common stock and debt, if any; the costs, disruption and diversion
of management’s attention associated with campaigns commenced by
activist investors; and other risks described in ConAgra Foods’
reports filed with the Securities and Exchange Commission,
including its most recent annual report on Form 10-K and subsequent
reports on Forms 10-Q and 8-K. Investors and security holders are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. ConAgra
Foods disclaims any obligation to update or revise statements
contained in this press release to reflect future events or
circumstances or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20160216006720/en/
ConAgra Foods, Inc.Media:Dan Hare,
402-240-5274Daniel.Hare@ConAgraFoods.comorAnalysts:Chris
Klinefelter, 402-240-4154Chris.Klinefelter@ConAgraFoods.com
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