EX-99.1 2 a06-25813_1ex99d1.htm EX-99

Exhibit 99.1

 

 

News Release

 

 

 

 

 

 

 

For more information, contact:

 

 

 

 

 

 

 

Transaction Inquiries:

 

 

 

Global Bondholder Services Corporation

 

 

 

866-488-1500 or 212-430-3774

 

 

 

 

 

 

 

Chris Kircher         MEDIA

 

 

 

Vice President, Corporate Affairs

 

 

 

ConAgra Foods, Inc.

 

 

 

tel: (402) 595-5392

 

 

 

 

 

 

 

Chris Klinefelter   ANALYSTS

 

 

 

Vice President, Investor Relations

 

 

 

ConAgra Foods, Inc.

 

 

 

tel:  (402) 595-4154

 

 

 

 

 

 

 

www.conagrafoods.com

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

CONAGRA FOODS, INC. ANNOUNCES PRICING FOR EXCHANGE OFFER

Update to Refinancing Plans Announced November 20, 2006

Omaha, Neb., (Dec. 14, 2006)—ConAgra Foods, Inc. (NYSE:CAG) announced today the pricing in connection with its exchange offer to refinance a portion of the Company’s outstanding long-term debt securities.  The Company is offering to exchange up to $500 million aggregate principal amount of its 9.75% notes due 2021 and its 6.75% notes due 2011 (collectively, the “Old Notes”).  Holders of the Old Notes whose tenders are accepted will receive a new series of notes due June 15, 2017 (the “New Notes”) and a cash payment.

The total exchange price for each $1,000 principal amount of the notes due in 2021 (the “2021 Notes”) tendered and accepted for exchange, using a yield of 6.059%, will be $1,347.92, consisting of $1,000 principal amount of New Notes and $347.92 in cash.  The total exchange price for each $1,000 principal amount of the notes due in 2011 (the “2011 Notes”) tendered and accepted for exchange, using a yield of 5.079%, will be $1,069.42, consisting of $1,000 principal amount of  New Notes and $69.42 in cash.  The New Notes will bear interest from the settlement date, which is expected to be Thursday, December 21, 2006, at a rate per year equal to 5.819%.

Holders who exchange their 2021 Notes will also receive accrued and unpaid interest on those 2021 Notes to, but not including, the settlement date, or $29.79 per $1,000 principal amount of the 2021 Notes accepted for exchange.  Holders who exchange their 2011 Notes will also receive accrued and unpaid




interest on those 2011 Notes to, but not including, the settlement date, or $18.00 per $1,000 principal amount of the 2011 Notes accepted for exchange.

As of 5:00 p.m., New York City time, on December 13, 2006, approximately $730 million aggregate principal amount of outstanding Old Notes had been validly tendered for exchange, including approximately $241 million of the 2021 Notes and approximately $489 million of the 2011 Notes.  Accordingly, the minimum condition that at least $250 million aggregate principal amount of Old Notes be tendered and not validly withdrawn by the expiration date has been met.  The Company will accept 2021 Notes, subject to a maximum of $200 million aggregate principal amount of the 2021 Notes, before the Company accepts 2011 Notes.  The Old Notes will be subject to proration so that the Company will only accept Old Notes with an aggregate principal amount up to $500 million, including a maximum of $200 million aggregate principal amount of the 2021 Notes.

The exchange offer will expire at 12:00 midnight, New York City time, on Monday, December 18, 2006, unless extended.

The exchange offer is only being made, and copies of the exchange offer documents are only being made available, to holders of Old Notes that have certified certain matters to ConAgra Foods, including their status as either “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act of 1933, or persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act of 1933 (collectively, “Eligible Holders”).  A confidential offering memorandum, dated November 20, 2006, was distributed to Eligible Holders and is available to Eligible Holders through the information agent, Global Bondholder Services Corporation, at 866-488-1500 or 212-430-3774.

The new notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws.  Therefore, the new notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities and is issued pursuant to Rule 135c under the Securities Act of 1933.  The exchange offer is being made only pursuant to a confidential offering memorandum and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

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