ConAgra begins tender offer for $1.4 billion of seven series of notes

By Angela McDaniels

Tacoma, Wash., Feb. 2 – ConAgra Foods, Inc. began a tender offer for up to $1.4 billion combined principal amount of its 5.819% senior notes due 2017, 7% senior notes due 2019, 4.95% senior notes due 2020, 3.2% senior notes due 2023, 7.125% senior notes due 2026, 6.625% senior notes due 2039 and 4.65% senior notes due 2043.

The notes are listed in order of acceptance priority level, according to a company news release.

The company said it will purchase no more than $140 million principal amount of the 2019 notes, no more than $110 million principal amount of the 2026 notes, no more than $85 million principal amount of the 2020 notes and no more than $400 million principal amount of the 2023 notes.

The tender offer will expire at midnight ET at the end of March 1. The early tender deadline is 5 p.m. ET on Feb. 16.

The purchase prices will be determined at 2 p.m. ET on Feb. 16 by reference to a fixed spread over the yield to maturity of the applicable Treasury security specified in the table below.

Holders who tender by the early tender deadline will receive the total consideration, which will include an early tender premium of $30 per $1,000 principal amount of the notes. Holders who tender after the early tender deadline will receive the consideration, which does not include the early tender premium.

Holders will also receive accrued interest up to but excluding the applicable settlement date.

The settlement date is expected to be Feb. 17 for notes tendered by the early tender deadline and March 2 for notes tendered after the early tender deadline but prior to the expiration 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 tendered by the early tender deadline having a higher acceptance priority level will be accepted before any tendered notes having a lower acceptance priority level, and all notes 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 tendered by 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.

If the tender offer is fully subscribed as of the early tender deadline, holders who tender notes following the early tender deadline will not have any of their notes accepted for payment.

The dealer managers are J.P. Morgan Securities LLC (212 834-4811 or 866 834-4666), BofA Merrill Lynch (980 387-3907 or 888 292-0070), Wells Fargo Securities, LLC (704 410-4760 or 866 309-6316) and Goldman Sachs & Co. (212 357-0215 or 800 828-3182). The information agent and tender agent is Global Bondholder Services Corp. (866 470-4200 or 212 430-3774).

ConAgra is a packaged food company based in Omaha.

ConAgra tender offer pricing

Notes Reference security Fixed spread

$737 million 4.65% notes due 2043 2.875% Treasury due Aug. 15, 2045 215 bps

$433,275,000 6.625% notes due 2039 2.875% Treasury due Aug. 15, 2045 260 bps

$475,002,000 7% notes due 2019 1.125% Treasury due Jan. 15, 2019 105 bps

$372,435,000 7.125% notes due 2026 2.25% Treasury due Nov. 15, 2025 235 bps

$282,741,000 4.95% notes due 2020 1.375% Treasury due Jan. 31, 2021 115 bps

$1 billion 3.2% notes due 2023 2.25% Treasury due Nov. 15, 2025 130 bps

$475,002,000 5.819% notes due 2017 0.875% Treasury due June 15, 2017 20 bps

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