Close

ConAgra (CAG) Increases Ralcorp (RAH) Notes Exchange Offer

January 10, 2013 8:27 AM EST
ConAgra Foods, Inc. (NYSE: CAG) announced that it was amending its previously announced offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) and consent solicitations (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) with respect to (1) any and all 4.950% Notes due August 15, 2020 (the “Existing Ralcorp 2020 Notes”) issued by Ralcorp Holdings, Inc. (NYSE: RAH) 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 (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. The amendments increase the cash portion of the Total Exchange Consideration (as defined below) from $2.50 to $5.00, with respect to the Existing Ralcorp 2020 Notes, and from $2.50 to $7.50, with respect to the Existing Ralcorp 2039 Notes. 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.”

As amended, each Exchange Offer provides as follows:

Holders who validly tender their Existing Ralcorp Notes at or prior to 5 p.m., New York City time, on January 14, 2013, unless extended, will be eligible to receive the applicable “Total Exchange Consideration” (as set forth in the table below), which includes the applicable early tender premium set forth in such table (the “Early Tender Premium”), for all such Existing Ralcorp Notes that are accepted on the Settlement Date, as defined in the offering memorandum and consent solicitation statement dated December 28, 2012.

Except for the increase in the cash portion of the Total Exchange Consideration described above, the terms and conditions of the Exchange Offers and Consent Solicitations as described in the Offering Memorandum and Consent Solicitation Statement and related Letter of Transmittal remain unchanged.

The Exchange Offers are being made in connection with the merger agreement, dated as of November 26, 2012, by and among ConAgra Foods, Phoenix Acquisition Sub Inc., a wholly owned subsidiary of ConAgra Foods, and Ralcorp, pursuant to which ConAgra Foods has agreed to acquire Ralcorp (the “Acquisition”). Each Exchange Offer and Consent Solicitation is subject to the satisfaction of certain conditions, set forth in the Offering Memorandum and Consent Solicitation Statement, including, among other things, the consummation of the Acquisition.

Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of Existing Ralcorp Notes who complete and return an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” under Regulation S for purposes of applicable securities laws. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement and related Letter of Transmittal, as amended by this press release, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866) 389-1500 (U.S. toll-free) or (212) 430-3774 (banks and brokers). BofA Merrill Lynch is the exclusive dealer manager and solicitation agent for the Exchange Offers and Consent Solicitations. Additional information concerning the Exchange Offers and Consent Solicitations may be obtained by contacting BofA Merrill Lynch, Debt Advisory Services, at (980) 388-3646 (collect) or (888) 292-0070 (U.S. toll-free).


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

Corporate News