ConAgra Foods Declares an Exchange Offer to Refinance Long-Term Debt

21/11/06 ConAgra Foods, Inc. announced that it has commenced an exchange offer (not a redemption) to refinance a portion of the company's outstanding long-term debt securities. The exchange offer will expire at 12:00 midnight, New York City time, on December 18, 2006, unless extended.

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 and a cash payment. The coupon on the new notes is expected to be determined on December 14, 2006, unless the offer is extended or terminated.

Consummation of the exchange offer is conditioned on at least $250 million aggregate principal amount of the Old Notes being validly tendered for exchange. A maximum of $500 million aggregate principal amount will be accepted. Of the $500 million offered for exchange, the company will only accept a maximum of $200 million aggregate principal amount of the notes due in 2021 (the "2021 Notes"). ConAgra Foods will accept $200 million aggregate principal amount of 2021 Notes before it accepts any of the notes due in 2011 (the "2011 Notes").

The exchange offer is only made, and copies of the exchange offer documents will only be 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").

The following provides a brief summary of additional, key elements of the exchange offer:

* ConAgra Foods is offering to exchange, for each $1,000 principal amount of the Old Notes tendered and accepted, $1,000 principal amount of the new notes plus a cash amount equal to the applicable total exchange price for the Old Notes tendered, minus the $1,000 principal amount of the new notes issued.
* The applicable total exchange price for the Old Notes is based on a fixed-spread pricing formula and will be calculated at 2:00 p.m., New York City time, on the second business day prior to the expiration of the exchange offer.
* The applicable total exchange price will include an early participation payment payable only to holders of Old Notes that validly tender and do not validly withdraw their Old Notes prior to 5:00 p.m., on New York City time, December 4, 2006 (such time and date, the "Early Participation Date"), subject to extension, and whose Old Notes are accepted for exchange.
* Old Notes tendered before the Early Participation Date may be withdrawn at any time prior to the Early Participation Date. Old Notes tendered after the Early Participation Date may be validly withdrawn at any time prior to the expiration of the exchange offer.
* The new notes will mature on June 15, 2017 and will bear interest at an annual rate, which will be determined two business days prior to the expiration of the exchange offer.
* Consummation of the exchange offer is subject to a number of conditions, including the absence of certain adverse legal and market developments and the valid tender of at least $250 million aggregate principal amount of the Old Notes.

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.