Holders of Notes who desire to tender their Notes must consent to the proposed amendments to the Ralcorp Indenture and holders may not deliver consents to the proposed amendments without tendering their related Notes. If a holder tenders Notes in a Tender Offer, such holder will be deemed to consent, with respect to the principal amount of such tendered Notes, to the amendment of the Ralcorp Indenture. Tenders of Notes may not be withdrawn after 5 p.m., New York City time, on January 14, 2013, unless extended. If the holders of at least a majority in aggregate principal amount of the Notes outstanding deliver consents, Ralcorp will execute a supplemental indenture, effective as of the Settlement Date, effecting the proposed amendments to the Ralcorp Indenture.
Each Tender Offer and Consent Solicitation is subject to the satisfaction of certain conditions, set forth in the Offer to Purchase and Consent Solicitation Statement including, among other things, the consummation of the Acquisition. None of the Tender Offers and none of the Consent Solicitations is conditioned on the completion of any other Offer or Consent Solicitation. In addition, ConAgra Foods may amend the terms of any of the Tender Offers and any of the Consent Solicitations without amending the terms of any other Offer or Consent Solicitation.
The complete terms and conditions of the Tender Offers and Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the tender and information agent in connection with the Tender Offers and Consent Solicitations, at (866) 389-1500 (U.S. toll-free) or (212) 430-3774 (banks and brokers). BofA Merrill Lynch is the exclusive dealer manager and solicitation agent for the Tender Offers and Consent Solicitations. Additional information concerning the Tender Offers and Consent Solicitations may be obtained by contacting BofA Merrill Lynch, Debt Advisory Services, at (980) 388-3646 (collect) or (888) 292-0070 (U.S. toll-free).
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