ConAgra Foods, Inc.
) announced its offer to buy certain notes of
Ralcorp Holdings Inc.
). These notes include any or all Floating Rate Notes due August
15, 2018, 7.29% Notes due in August 15, 2018 and 7.39% Notes due
in August 15, 2020. All these notes are issued by Ralcorp.
The offer also explores the possibility of carrying out some
proposed amendments to the indenture under which the notes were
issued in a bid to eliminate certain covenants, restrictive
provisions and events of default.
The offer takes place subsequent to the merger agreement
signed on November 26, between ConAgra Foods' Phoenix Acquisition
Sub Inc., a wholly owned subsidiary of ConAgra, and Ralcorp. The
agreement eventually leads to ConAgra's acquisition of
In order to fulfill at least two-thirds of Ralcorp's
outstanding shareholders' condition to secure their approval of
the merger, the company began rolling out its definitive proxy
statement on December 28, 2012 for the shareholders meeting
scheduled for January 29, 2013.
Per the tender offer, the holders who surrender their notes at
or prior to 5 p.m., New York City time, on January 14, 2013
(unless extended), will be qualified to receive the 'Total
consideration' on the notes, indicating an early tender payment
on all such notes.
For notes tendered after the Early Tender Date but prior to 5
p.m., New York City time, on January 29, 2013 (unless extended),
holders will be eligible to receive only the applicable Total
Consideration less the applicable Early Tender Payment on the
BofA Merrill Lynch, a wing of
Bank of America Corp.
), is the exclusive dealer manager and solicitation agent for the
Tender Offers and Consent Solicitations.
We currently have a Neutral recommendation on CAG. The stock
bears a Zacks #2 (Buy) Rank, while its prime competitors
HJ Heinz Co
BRF Basil Food
) carry a Zacks #3 Rank (Hold).
BANK OF AMER CP (BAC): Free Stock Analysis
BRF-BRASIL FOOD (BRFS): Free Stock Analysis
CONAGRA FOODS (CAG): Free Stock Analysis
HEINZ (HJ) CO (HNZ): Free Stock Analysis
RALCORP HLD-NEW (RAH): Free Stock Analysis
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