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 $500.0
million combined aggregate principal amount (the “Maximum Tender
Amount”) of its 3.20% Senior Notes due 2023 (the “2023 Notes”), its
4.65% Senior Notes due 2043 (the “2043 Notes”), its 7.00% Senior
Notes due 2019 (the “2019 Notes”), its 5.819% Senior Notes due 2017
(the “2017 Notes”) and its 2.10% Senior Notes due 2018 (the “2018
Notes” and, collectively with the 2023 Notes, the 2043 Notes, the
2019 Notes and the 2017 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 July 21, 2014
(the “Offer to Purchase”), in the column entitled “Acceptance
Priority Level” (the “Acceptance Priority Level”), with 1 being the
highest Acceptance Priority Level and 5 being the lowest Acceptance
Priority Level. In addition, no more than $225.0 million aggregate
principal amount of the 2023 Notes, no more than $200.0 million
aggregate principal amount of the 2043 Notes, no more than $25.0
million aggregate principal amount of the 2019 Notes, no more than
$25.0 million aggregate principal amount of the 2017 Notes and no
more than $25.0 million aggregate principal amount of the 2018
Notes will be purchased (the “Tender Caps”).
The following table sets forth some of the terms of the Tender
Offer, including the Total Consideration (as defined below):
Early
Tender Fixed Total
Acceptance
Premium Spread Consideration Title of
CUSIP
Principal Amount
Priority
Reference U.S.
(per (basis (per Security
Numbers Outstanding
Tender Cap Level
Treasury Security
$1,000) points)
$1,000)(1)
3.20% Senior Notes due 2023 205887 BR2 $1,225,000,000 $225,000,000
1 2.50% U.S. Treasury Notes due 5/15/2024 $30.00 85 $988.64 4.65%
Senior Notes due 2043 205887 BS0 $937,000,000 $200,000,000 2 3.625%
U.S. Treasury Bonds due 2/15/2044 $30.00 125 $1,018.27 7.00% Senior
Notes due 2019 205887 BF8 $500,000,000 $25,000,000 3 1.625% U.S.
Treasury Notes due 6/30/2019 $30.00 70 $1,204.52 5.819% Senior
Notes due 2017 205887 BD3 / 205887 BB7 / U20436 AA6 $499,999,000
$25,000,000 4 0.875% U.S. Treasury Notes due 7/15/2017 $30.00 50
$1,122.83 2.10% Senior Notes due 2018 205887 BG6 $250,000,000
$25,000,000 5 1.625% U.S. Treasury Notes due 6/30/2019 $30.00 20
$1,007.92
(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 August 15, 2014, 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 August 1, 2014, 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 5:00 p.m., New York City time, on August 1, 2014 (the “Early
Tender Date”) 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 Date 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 Date is expected to be
August 4, 2014, one business day following the Early Tender Date
(the “Early Settlement Date”). The settlement date for the Notes
that are tendered following the Early Tender Date but on or prior
to the Expiration Date is expected to be August 18, 2014, 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 Date having a higher Acceptance Priority Level will be
accepted before any tendered Notes having a lower Acceptance
Priority Level, and all Notes validly tendered after the Early
Tender Date having a higher Acceptance Priority Level will be
accepted before any Notes tendered after the Early Tender Date
having a lower Acceptance Priority Level. However, even if the
Tender Offer is not fully subscribed as of the Early Tender Date,
subject to the Tender Caps and the Maximum Tender Amount, Notes
validly tendered and not validly withdrawn on or before the Early
Tender Date will be accepted for purchase in priority to other
Notes tendered after the Early Tender Date even if such Notes
tendered after the Early Tender Date have a higher Acceptance
Priority Level than Notes tendered prior to the Early Tender
Date.
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 Date, holders who validly tender Notes following the
Early Tender Date 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 a number of general 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.
Wells Fargo Securities, LLC is acting as the Lead Dealer Manager
for the Tender Offer. Mizuho Securities USA Inc., Scotia Capital
(USA) Inc. and U.S. Bancorp Investments, Inc. are acting as the
Co-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 Wells Fargo Securities, LLC, Liability Management Group, at
(866) 309-6316 (toll-free) or (704) 410-4760 (collect).
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
largest packaged food companies with branded and private branded
food found in 99 percent of America’s households, as well as a
strong commercial foods business serving restaurants and
foodservice operations globally. Consumers can find recognized
brands such as Banquet®, Chef Boyardee®, Egg Beaters®, Healthy
Choice®, Hebrew National®, Hunt’s®, Marie Callender’s®, Orville
Redenbacher’s®, PAM®, Peter Pan®, Reddi-wip®, Slim Jim®, Snack
Pack® and many other ConAgra Foods brands, along with food sold by
ConAgra Foods under private brand labels, in grocery, convenience,
mass merchandise, club and drug stores. Additionally, ConAgra Foods
supplies frozen potato and sweet potato products as well as other
vegetable, seasoning blends, flavors, and bakery products to
commercial and foodservice customers. ConAgra Foods operates
ReadySetEat.com, an interactive recipe website that provides
consumers with easy dinner recipes and more. 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 realize the synergies and benefits contemplated by the
acquisition of Ralcorp Holdings, Inc. (“Ralcorp”) and its ability
to promptly and effectively integrate the business of Ralcorp;
ConAgra Foods’ ability to realize the synergies and benefits
contemplated by the recently formed joint venture combining the
flour milling businesses of ConAgra Foods, Cargill, Incorporated,
and CHS Inc.; risks and uncertainties associated with intangible
assets, including any future goodwill impairment charges; the
availability and prices of raw materials, including any negative
effects caused by inflation or adverse weather conditions; the
effectiveness of ConAgra Foods’ product pricing, including product
innovation, any pricing actions and changes in promotional
strategies; the ultimate outcome of litigation, including
litigation related to lead paint and pigment matters; future
economic circumstances; industry conditions; ConAgra Foods’ ability
to execute its operating and restructuring plans; the success of
ConAgra Foods’ cost-savings initiatives, and innovation and
marketing investments; the competitive environment; operating
efficiencies; 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; 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.
ConAgra Foods, Inc.MEDIATeresa Paulsen,
402-240-5210Vice President,Communication & External
RelationsorANALYSTSChris Klinefelter, 402-240-4154Vice
President, Investor Relationswww.conagrafoods.com
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