ConAgra Foods, Inc. Announces Pricing of Cash Tender Offer for $1.4 Billion Aggregate Principal Amount of Certain Notes
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. |
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. |
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. |
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. |
1.793% | \\$30.00 | 235 | \\$1,254.09 | |||||||||
4.950% Senior Notes due 2020 |
205887 BL5/ |
\\$282,741,000 | \\$85,000,000 | 5 |
1.375% U.S. |
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. |
1.793% | \\$30.00 | 130 | \\$1,006.62 | |||||||||
5.819% Senior Notes due 2017 |
205887 BD3/ |
\\$475,002,000 | N/A | 7 |
0.875% U.S. |
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,
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and not withdrawn on or prior to the Early Tender Deadline, and accepted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
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
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.
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.
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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
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