Goldman, BofA price oversubscribed tender for ConAgra notes, lift cap

By Angela McDaniels

Tacoma, Wash., Oct. 25 – Goldman Sachs & Co. and BofA Merrill Lynch announced the early results and pricing of their tender offer for 13 series of notes issued by ConAgra Foods, Inc. and increased the maximum tender payment to $1,500,780,589 from $1,365,000,000.

In total, the companies had received tenders for $2,578,137,000 principal amount of the notes as of the early tender date, 5 p.m. ET on Oct. 24.

Subject to all offer conditions being satisfied, the companies have accepted $1,443,437,000 principal amount of those notes for purchase.

The results are noted in the first table below. The notes are listed in order of acceptance priority level.

Because the tender offer is oversubscribed, the notes with an acceptance priority level of five were prorated, no notes with acceptance priority levels six through 13 will be purchased, and the companies do not expect to accept any notes tendered after the early tender date.

Each of the two banks will buy 50% of the notes tendered at each level. The settlement date is expected to be Oct. 26.

Pricing for the tender was set at 11 a.m. ET on Oct. 25 using a reference Treasury security and a spread.

The total consideration for each of the series of notes to be purchased is noted in the second table below. In each case, the total consideration includes an early tender premium of $50 per $1,000 principal amount of notes.

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

The payment cap of $1,500,780,589 excludes accrued interest.

The tender offer began Oct. 11 and will run through 11:59 p.m. ET on Nov. 7.

Completion of the tender offer is subject to conditions including a financing condition, a spinoff condition and other general conditions.

Goldman Sachs may be contacted at 800 828-3182 or 212 357-0215 and BofA Merrill Lynch at 888 292-0070 or 980 683-3215.

D.F. King & Co., Inc. (800 758-5378, 212 269-5550 or conagra@dfking.com) is tender agent and information agent.

ConAgra is a commercial and consumer foods company based in Omaha.

Early tender offer results

Notes Amount outstanding Amount tendered Amount accepted

5.819% notes due 2017	$475,002,000	$250,207,000	$250,207,000
1.9% notes due 2018	$1 billion	$880,384,000	$880,384,000
2.1% notes due 2018	$225,003,000	$154,926,000	$154,926,000
7% notes due 2019	$335,124,000	$86,898,000	$86,898,000
4.95% notes due 2020	$197,741,000	$124,577,000	$71,058,000
9.75% subordinated notes due 2021	$195,853,000	$57,308,000	None
3.25% notes due 2022	$250 million	$131,787,000	None
3.2% notes due 2023	$836,975,000	$599,221,000	None
7.125% notes due 2026	$262.45 million	$52,704,000	None
7% notes due 2028	$382.15 million	$134,143,000	None
8.25% notes due 2030	$300 million	$52,019,000	None
6.625% notes due 2039	$91.42 million	$25,808,000	None
4.65% notes due 2043	$176,743,000	$28,155,000	None
Total	$4,728,461,000	$2,578,137,000	$1,443,473,000
Tender offer pricing
Notes	Reference security	Reference yield	Spread	Total consideration
5.819% notes	0.875% Treasury due June 15, 2017	0.585%	Negative 60 bps	$1,037.11
1.9% notes	0.875% Treasury due Jan. 15, 2018	0.765%	Negative 75 bps	$1,023.51
2.1% notes	1% Treasury due March 15, 2018	0.787%	Negative 80 bps	$1,029.29
7% notes	0.875% Treasury due April 15, 2019	0.946%	Negative 5 bps	$1,148.75
4.95% notes	2.625% Treasury due Aug. 15, 2020	1.155%	5 bps	$1,138.77

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