ConAgra Foods Completes Sale of Its Trading and Merchandising Operations to Investor Group Led by Ospraie; Supplemental Share Bu
June 23 2008 - 3:02PM
Business Wire
ConAgra Foods, Inc. (NYSE: CAG) announced today the completion of
the sale of its commodity trading and merchandising operations
conducted by ConAgra Trade Group. ConAgra Trade Group was sold to
an investor group led by Ospraie Special Opportunities Fund, which
also includes global growth investor General Atlantic LLC and a
private investment fund managed by Soros Fund Management LLC.
ConAgra Trade Group was sold for approximately $2.8 billion, net of
transaction costs and subject to post-closing adjustments. The
final proceeds are higher than originally estimated due to
increases in ConAgra Trade Group�s book value, reflecting gains and
additional working capital. The Ospraie Special Opportunities Fund
is an affiliate of Ospraie Management, a leading investment
management firm focused exclusively on commodities and basic
industries with approximately $9 billion under management. The sold
businesses will now operate as The Gavilon Group, LLC. The before
tax proceeds from the sale include approximately $2.2 billion of
cash, net of transaction costs (including incentive compensation
amounts due to ConAgra Trade Group employees), and $550 million
(face value) of payment-in-kind debt securities of a newly created
holding company of The Gavilon Group. The weighted average interest
rate on the debt securities is 10.82 percent. The face amount of
debt securities received is higher than originally expected due to
the greater overall transaction proceeds. ConAgra Foods also
received a warrant exercisable for approximately 5 percent of the
issued common equity of a newly created Gavilon holding company.
The percentage is slightly lower than originally expected due to
contract terms linking the warrant percentage to the investor
group�s level of equity investment. Ospraie and its co-investors
made a greater overall equity investment in the business, reducing
the warrant interest but creating what the company believes is a
stronger capital structure in relation to the payment-in-kind
notes. Although the purchase agreement granted ConAgra Foods the
right to a portion of The Gavilon Group�s earnings during the
remainder of calendar 2008, the maximum earnings threshold in the
applicable profit sharing formula was reached prior to closing,
removing any future benefit to ConAgra Foods from this provision.
Non-cash consideration received, principally the payment-in-kind
debt securities, will be recorded at fair value to reflect an
appropriate discount based on the features of the securities and
current market conditions. Also today, ConAgra Foods announced that
its Board of Directors has authorized a $500 million increase to
the company�s existing share buyback program. Shares are expected
to be repurchased periodically, depending on market conditions, and
through open-market or privately negotiated transactions. The Board
of Directors has authorized management to engage in an accelerated
share repurchase arrangement, yet to be negotiated. ConAgra Foods
will discuss its capital allocation plans in detail during its
fourth quarter earnings release Thursday, June 26. The specifics of
the plans are still being developed, but are expected to include
significant application of the after-tax cash proceeds from the
transaction toward share repurchases, and the application of a
significant amount toward reducing interest bearing debt, primarily
commercial paper balances that financed the greater-than-planned
working capital balances at ConAgra Trade Group. The company
expects most of this activity to be completed in the first half of
fiscal 2009 and will update investors on its progress in its
regularly scheduled communications. Greg Heckman, formerly
president of ConAgra Foods� commercial businesses, is now chief
executive of The Gavilon Group which will remain in its current
offices in Omaha. The Gavilon Group will conduct grain and
byproducts merchandising and fertilizer distribution, as well as
agriculture, energy and other commodity trading activities, and
risk management services. Rob Sharpe has been named president,
Commercial Foods, and will assume responsibility for leading the
remaining commercial businesses, operated as the company�s Food
& Ingredients reporting segment. He will also serve as
executive vice president, External Affairs, having previously
served as executive vice president, legal and external affairs.
ConAgra Foods, Inc., (NYSE: CAG) is one of North America�s leading
packaged food companies, serving consumer grocery retailers, as
well as restaurants and other foodservice establishments. Popular
ConAgra Foods consumer brands include: Banquet, Chef Boyardee, Egg
Beaters, Healthy Choice, Hebrew National, Hunt's, Marie
Callender's, Orville Redenbacher's, PAM and many others. For more
information, please visit us at www.conagrafoods.com. The Gavilon
Group, LLC provides physical distribution, merchandising and
trading across basic inputs and outputs, including grains, feed
ingredients, fertilizer and energy products. The Gavilon Group, LLC
also provides comprehensive logistical and risk-management services
to customers in the agriculture and energy markets. For more
information, please visit www.gavilon.com. Established in 1999 and
headquartered in New York City, Ospraie Management, LLC is a
leading investment management firm focused exclusively on
commodities and basic industries�that manages over $9 billion in
assets�together with its affiliates. Ospraie combines in-depth
industry knowledge with financial expertise and a long-duration
perspective to identify and execute on attractive opportunities in
its investment universe. GENERAL ATLANTIC is a leading global
growth equity firm providing capital and strategic support for
growth companies. Founded in 1980, GA manages approximately $17
billion in capital and has more than 75 investment professionals
based in Greenwich, New York, Palo Alto, London, D�sseldorf, Hong
Kong, Mumbai and S�o Paulo. For further information and a listing
of GA's public and private portfolio companies see
www.generalatlantic.com. Note on forward-looking statements: This
release contains forward-looking statements by ConAgra Foods. These
statements are based on ConAgra Foods� management�s current views
and assumptions of future events and financial performance and are
subject to uncertainty and changes in circumstances. ConAgra Foods
undertakes no responsibility to update these statements. Readers of
this release should understand that these statements are not
guarantees of performance or results. Many factors could affect the
company�s actual financial results and cause them to vary
materially from the expectations contained in the forward-looking
statements. These factors include, among other things, future
economic circumstances, industry conditions, the company�s ability
to execute its operating and restructuring plans, availability and
prices of raw materials, product pricing, competitive environment
and related market conditions, operating efficiencies, the ultimate
impact of recalls, access to capital, actions of governments and
regulatory factors affecting the company�s businesses and other
risks described in the company�s reports filed with the Securities
and Exchange Commission. ConAgra Foods cautions readers not to
place undue reliance on any forward-looking statements included in
this release, which speak only as of the date made.
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