ConAgra Foods, Inc. (NYSE: CAG) ("ConAgra Foods") announced
today it has commenced a 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:
Title ofSecurity
CUSIPNumbers
Principal AmountOutstanding
Tender Cap
AcceptancePriorityLevel
Reference U.S.Treasury Security
BloombergReferencePage(1)
EarlyTenderPremium(per $1,000)
FixedSpread(basispoints)
4.650% Senior Notes due 2043 205887 BS0 $737,000,000 N/A 1
2.875% U.S.Treasury Notes due8/15/2045
PX1 $30.00 215 6.625% Senior Notes due 2039 205887 BN1 $433,275,000
N/A 2
2.875% U.S.Treasury Notes
due8/15/2045
PX1 $30.00 260 7.000% Senior Notes due 2019 205887 BF8 $475,002,000
$140,000,000 3
1.125% U.S.Treasury Notes due1/15/2019
PX1 $30.00 105 7.125% Senior Notes due 2026 205887 AF9 $372,435,000
$110,000,000 4
2.250% U.S.Treasury Notes
due11/15/2025
PX1 $30.00 235 4.950% Senior Notes due 2020
205887 BL5 /205887 BK7 /U20436 AB4
$282,741,000 $85,000,000 5
1.375% U.S.Treasury Notes due1/31/2021
PX1 $30.00 115 3.200% Senior Notes due 2023 205887 BR2
$1,000,000,000 $400,000,000 6
2.250% U.S.Treasury Notes
due11/15/2025
PX1 $30.00 130 5.819% Senior Notes due 2017
205887 BD3 /205887 BB7 /U20436 AA6
$475,002,000 N/A 7
0.875% U.S.Treasury Notes due6/15/2017
PX4 $30.00 20
(1) The applicable page on Bloomberg from
which the Dealer Managers will quote the bid-side prices of the
applicable U.S. Treasury Security.
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 paid in the Tender Offer for each series of
Notes that are validly tendered and accepted for purchase will be
determined 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 will be determined at
2:00 p.m., New York City time, on February 16, 2016, unless
extended by ConAgra Foods.
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 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 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 FoodsConAgra 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 StatementsThis 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160202006610/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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