Company Website:
http://www.conagrafoods.com
OMAHA, Neb. -- (Business Wire)
ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) announced today
the final results of its previously announced exchange offers (the
“Exchange Offers”) and consent solicitations (the “Consent
Solicitations”), which expired at 5:00 p.m., New York City time, on
January 29, 2013 (the “Expiration Date”). Pursuant to an Offering
Memorandum and Consent Solicitation Statement dated December 28, 2012
(as amended, the “Offering Memorandum and Consent Solicitation
Statement”), ConAgra Foods offered to exchange (1) any and all 4.950%
Notes due August 15, 2020 (the “Existing Ralcorp 2020 Notes”) issued by
Ralcorp Holdings, Inc. (“Ralcorp”) for up to an aggregate principal
amount of $300.0 million of new 4.950% Notes due August 15, 2020 (the
“New ConAgra Foods 2020 Notes”) issued by ConAgra Foods and cash and (2)
any and all 6.625% Notes due August 15, 2039 (the “Existing Ralcorp 2039
Notes”) issued by Ralcorp for up to an aggregate principal amount of
$450.0 million of new 6.625% Notes due August 15, 2039 (the “New ConAgra
Foods 2039 Notes”) issued by ConAgra Foods and cash. The Existing
Ralcorp 2020 Notes and Existing Ralcorp 2039 Notes are referred to
herein collectively as the “Existing Ralcorp Notes.” The New ConAgra
Foods 2020 Notes and New ConAgra Foods 2039 Notes are referred to herein
collectively as the “New ConAgra Foods Notes.”
The Exchange Offers and Consent Solicitations were made in connection
with ConAgra Foods’ acquisition of Ralcorp, which was completed earlier
today (the “Acquisition”).
As of the Expiration Date, $716,058,000 aggregate principal amount of
the outstanding Existing Ralcorp Notes had been validly tendered for
exchange and not validly withdrawn, comprised of $282,774,000 aggregate
principal amount of the Existing Ralcorp 2020 Notes and $433,284,000
aggregate principal amount of the Existing Ralcorp 2039 Notes. ConAgra
Foods has accepted for exchange all Existing Ralcorp Notes validly
tendered in the Exchange Offers and Consent Solicitations.
Upon settlement of the Exchange Offers and Consent Solicitations, which
is expected to occur on Thursday, January 31, 2013, ConAgra Foods will:
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1)
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issue to the holders of the Existing Ralcorp 2020 Notes whose
securities have been accepted for exchange New ConAgra Foods 2020
Notes in an aggregate principal amount of $282,741,000 and issue
to the holders of the Existing Ralcorp 2039 Notes whose securities
have been accepted for exchange New ConAgra Foods 2039 Notes in an
aggregate principal amount of $433,275,000;
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2)
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pay approximately $4.7 million as a cash payment, comprised of
approximately $1.4 million for the Existing Ralcorp 2020 Notes
accepted for exchange and approximately $3.2 million for the
Existing Ralcorp 2039 Notes accepted for exchange; and
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3)
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pay to holders whose Existing Ralcorp Notes are accepted for
exchange cash in amount equal to the accrued and unpaid interest
to, but not including, the settlement date with respect to the
Existing Ralcorp Notes accepted for exchange.
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The New ConAgra Foods Notes will be issued only to holders of Existing
Ralcorp Notes that have certified certain matters to ConAgra Foods,
including their status as either “qualified institutional buyers,” as
that term is defined in Rule 144A under the Securities Act of 1933, or
persons other than “U.S. persons,” as that term is defined in Rule 902
under the Securities Act of 1933.
In addition, as previously disclosed, Ralcorp received consents in the
Consent Solicitations sufficient to approve amendments to the respective
indentures governing the Existing Ralcorp 2020 Notes and the Existing
Ralcorp 2039 Notes (as set forth in the Offering Memorandum and Consent
Solicitation Statement). As a result, Ralcorp and the trustee for the
Existing Ralcorp Notes entered into a supplemental indenture
implementing those amendments to the indentures governing the Existing
Ralcorp Notes.
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 and is issued pursuant
to Rule 135c under the Securities Act of 1933. The Exchange Offers and
Consent Solicitations were made solely pursuant to the Offering
Memorandum and Consent Solicitation Statement and related transmittal
documents.
The New ConAgra Foods Notes have not been and will not be registered
under the Securities Act of 1933 or any state securities laws.
Therefore, the New ConAgra Foods Notes may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act of 1933 and any
applicable state securities laws.
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 and prospective performance and
opportunities. 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 company’s ability to realize the synergies contemplated by the
Acquisition; 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.
Contacts:
ConAgra Foods, Inc.
MEDIA
Teresa Paulsen, 402-240-5210
Vice
President, Communication & External Relations
ANALYSTS
Chris
Klinefelter, 402-240-4154
Vice President, Investor Relations
www.conagrafoods.com
Source: ConAgra Foods, Inc.