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Published on 8/1/2014 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

ConAgra prices tender offer for up to $500 million of five note series

By Angela McDaniels

Tacoma, Wash., Aug. 1 – ConAgra Foods, Inc. determined the prices it will pay in the tender offer to purchase for cash up to $500 million combined principal amount of its $1,225,000,000 of 3.2% senior notes due 2023, $937 million of 4.65% senior notes due 2043, $500 million of 7% senior notes due 2019, $499,999,000 of 5.819% senior notes due 2017 and $250 million of 2.1% senior notes due 2018, according to a company news release.

The total consideration for each $1,000 principal amount of notes is noted in the table below. Each total consideration includes an early tender premium of $30 for each $1,000 principal amount of notes tendered by 5 p.m. ET on Aug. 1, the early tender date.

The total consideration for each series of notes was calculated by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury security specified in the table. The total considerations were determined at 2 p.m. ET on Aug. 1.

The company will also pay accrued interest up to but excluding the applicable settlement date, which is expected to be Aug. 4 for notes tendered by the early tender date and Aug. 18 for the remaining notes, assuming the maximum tender amount is not purchased on the early settlement date.

The tender offer will end at midnight ET at the end of Aug. 15.

The notes are listed in the table in order of acceptance priority level. The company will purchase no more than $225 million principal amount of 3.2% notes, no more than $200 million principal amount of 4.65% notes, no more than $25 million principal amount of 7% notes, no more than $25 million principal amount of 5.819% notes and no more than $25 million principal amount of 2.1% notes.

Even if the tender offer is not fully subscribed as of the early tender date, subject to the tender caps and the maximum tender amount, notes tendered by the early tender date will be accepted for purchase in priority to other notes tendered after the early tender date even if such notes tendered after the early tender date have a higher acceptance priority level than notes tendered prior to the early tender date.

The lead dealer manager is Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760). The co-dealer managers are Mizuho Securities USA Inc., Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc. The information agent and tender agent is Global Bondholder Services Corp. (866 470-4200 or, for banks and brokers, 212 430-3774).

ConAgra is an Omaha-based maker of prepared foods.

ConAgra tender offer pricing

NotesReference U.S. TreasurySpreadTotal consideration
3.2% notes due 20232.5% Treasury due May 15, 202485 bps$988.64
4.65% notes due 20433.625% Treasury due Feb. 15, 2044125 bps$1,018.27
7% notes due 20191.625% Treasury due June 30, 201970 bps$1,204.52
5.819% notes due 20170.875% Treasury due July 15, 201750 bps$1,122.83
2.1% notes due 20181.625% Treasury due June 30, 201920 bps$1,007.92

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