By Marisa Wong
Madison, Wis., Aug. 4 – ConAgra Foods, Inc. announced the early results of its 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.
As of 5 p.m. ET on Aug. 1, the early tender date, holders tendered and the company accepted for purchase the amounts listed in the table below.
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.
Because the amount of notes tendered in each series by the early tender date exceeded the applicable tender cap, no additional notes of any series tendered after the early tender date will be accepted for purchase, according to a Monday press release.
The company previously said that 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 those notes tendered after the early tender date have a higher acceptance priority level than notes tendered prior to the early tender date.
The total consideration for each $1,000 principal amount of notes is also noted in a table below. Each total consideration includes an early tender premium of $30 for each $1,000 principal amount of notes tendered by 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.
The tender offer ends at midnight ET at the end of Aug. 15.
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.
Tender offer early results
Notes Amount tendered Amount to be accepted
3.2% notes due 2023 $814,449,000 $225 million
4.65% notes due 2043 $588,774,000 $200 million
7% notes due 2019 $114,798,000 $24,998,000
5.819% notes due 2017 $64,352,000 $24,997,000
2.1% notes due 2018 $120,468,000 $24,997,000
Tender offer pricing
| Notes | Reference U.S. Treasury | Spread | Total consideration
|
| 3.2% notes due 2023 | 2.5% Treasury due May 15, 2024 | 85 bps | $988.64
|
| 4.65% notes due 2043 | 3.625% Treasury due Feb. 15, 2044 | 125 bps | $1,018.27
|
| 7% notes due 2019 | 1.625% Treasury due June 30, 2019 | 70 bps | $1,204.52
|
| 5.819% notes due 2017 | 0.875% Treasury due July 15, 2017 | 50 bps | $1,122.83
|
| 2.1% notes due 2018 | 1.625% Treasury due June 30, 2019 | 20 bps | $1,007.92
|
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