This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

ConAgra Foods, Inc. Announces Exchange Offers And Consent Solicitations For Certain Ralcorp Notes

Stocks in this article: CAG

ConAgra Foods, Inc. (NYSE: CAG) ("ConAgra Foods") today announced that it has commenced, subject to the terms and conditions set forth in the offering memorandum and consent solicitation statement dated December 28, 2012 (the "Offering Memorandum and Consent Solicitation Statement"), an offer to exchange (the "2020 Notes Exchange Offer") any and all 4.950% Notes due August 15, 2020 (the "Existing Ralcorp 2020 Notes") issued by Ralcorp Holdings, Inc. ("Ralcorp") 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 an offer to exchange (the "2039 Notes Exchange Offer" and, together with the 2039 Notes Exchange Offer, the "Exchange Offers") 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 New ConAgra Foods 2020 Notes and New ConAgra Foods 2039 Notes are referred to herein collectively as the "New ConAgra Foods Notes."

In conjunction with the Exchange Offers, ConAgra Foods is also soliciting consents (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments to each of the indentures (together, the "Existing Ralcorp Indentures") under which the Existing Ralcorp 2020 Notes and the Existing Ralcorp 2039 Notes (together, the "Existing Ralcorp Notes"), as applicable, were issued that would eliminate certain covenants, restrictive provisions and events of default. The Exchange Offers are not conditioned on receipt of requisite consents in the Consent Solicitations and ConAgra Foods may complete the Exchange Offers even if valid consents sufficient to effect the proposed amendments to the applicable Existing Ralcorp Indenture are not received.

The Exchange Offers and Consent Solicitations are being made in connection with the merger agreement, dated as of November 26, 2012 (the "Merger Agreement"), 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"). On December 28, 2012, Ralcorp began mailing its definitive proxy statement to its shareholders in connection with the special meeting of shareholders called to vote on the approval of the Acquisition, which is scheduled to be held on January 29, 2013. The parties' obligations to complete the Acquisition are conditioned upon (i) the receipt of antitrust approvals in the United States and Canada, (ii) approval of the Merger Agreement by the holders of two-thirds of the outstanding shares of Ralcorp common stock and (iii) certain other customary closing conditions. Consummation of the Acquisition is not subject to a financing condition and is not subject to the completion of the Exchange Offers and Consent Solicitations.

1 of 6

Check Out Our Best Services for Investors

Action Alerts PLUS

Jim Cramer and Stephanie Link reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

Jim Cramer's protégé, David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
Try it NOW
Try it NOW
Try it NOW

Check Out Our Best Services for Investors

Dividend Stock Advisor

Jim Cramer's protégé, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
Try it NOW
Try it NOW
Try it NOW
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!

Markets

DOW 17,387.21 -291.49 -1.65%
S&P 500 2,029.55 -27.54 -1.34%
NASDAQ 4,681.4970 -90.2660 -1.89%

Partners Compare Online Brokers

Free Reports

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs