Obligation Conagra Groupe 5.819% ( US205887BD31 ) en USD

Conagra Groupe

100 % ⇌

Etas-Unis

US205887BD31 ( en USD )

5.819% par an ( paiement semestriel )

14/06/2017 - Obligation échue

Prospectus brochure de l'obligation Conagra Brands US205887BD31 en USD 5.819%, échue

1 000 USD

499 999 000 USD

205887BD3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

Conagra Brands est une entreprise agroalimentaire américaine multinationale qui produit et commercialise une large gamme de produits alimentaires de marque, notamment des viandes, des légumes surgelés, des snacks, et des aliments pour animaux de compagnie.

L'Obligation émise par Conagra Groupe ( Etas-Unis ) , en USD, avec le code ISIN US205887BD31, paye un coupon de 5.819% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2017

L'Obligation émise par Conagra Groupe ( Etas-Unis ) , en USD, avec le code ISIN US205887BD31, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Conagra Groupe ( Etas-Unis ) , en USD, avec le code ISIN US205887BD31, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form S-4
S-4 1 ds4.htm FORM S-4
Table of Contents
As filed with the Securities and Exchange Commission on March 14, 2007
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

ConAgra Foods, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

2000

47-0248710
(State or Other Jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
Incorporation or Organization)

Classification Code Number)

Identification Number)
One ConAgra Drive
Omaha, Nebraska 68102-5001
Telephone: (402) 595-4000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Colleen Batcheler, Esq.
Vice President, Chief Securities Counsel and Corporate Secretary
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
Telephone: (402) 595-4000
(Name, Address, including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

Copy to:
Christopher M. Kelly, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939

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Form S-4
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable
following the effective date of this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding
company and there is compliance with General Instruction G, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, check the following box and list the Securities Act registration number of the earlier effective registration
statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration number of the earlier effective registration statement for the
same offering. ¨
CALCULATION OF REGISTRATION FEE

Amount
Proposed Maximum
Proposed Maximum
Amount of
Title of Each Class of
to be
Offering Price
Aggregate Offering
Registration
Securities to be Registered

Registered
per Unit(1)

Price(1)

Fee
5.819% Senior Notes due
2017

$499,999,000
100%
$
499,999,000
$ 15,350
(1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(f) under the
Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Form S-4
Table of Contents
The information in this prospectus is not complete and may be changed. We may not sell or
offer these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and we are not
soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 14, 2007
PROSPECTUS
$499,999,000

Offer to Exchange
All Outstanding 5.819% Senior Notes due 2017
for
5.819% Senior Notes due 2017
of
ConAgra Foods, Inc.
This Exchange Offer Will Expire at 5:00 p.m.,
New York City Time, on , 2007

The Exchange Notes

· The terms of the 5.819% Senior Notes due 2017 to be issued, which we refer to as the exchange notes, are
substantially identical to the outstanding 5.819% Senior Notes due 2017, which we refer to as the

outstanding notes, that were issued on December 21, 2006, except for transfer restrictions, registration
rights and additional interest provisions relating to the outstanding notes that will not apply to the
exchange notes.

· Interest on the exchange notes accrues at the rate of 5.819% per year, payable on June 15 and

December 15 of each year, with the first payment on June 15, 2007.

· The exchange notes will not be guaranteed by any of our subsidiaries.

· The exchange notes will be our senior unsecured obligations and will rank senior in right of payment to all

of our existing and future senior subordinated debt and existing and future subordinated obligations and
equally with any of our existing and future senior unsecured debt.

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Form S-4
· We do not intend to list the exchange notes on any securities exchange or to arrange for quotation through

any automated trading system.
Material Terms of the Exchange Offer

· Expires at 5:00 p.m., New York City time, on , 2007, unless the offer is extended. We refer to

such date and time, as it may be extended, as the expiration date.

· All outstanding notes that are validly tendered and not validly withdrawn will be exchanged for an equal

principal amount at maturity of exchange notes that are registered under the Securities Act.

· Tenders of outstanding notes may be withdrawn at any time prior to the expiration of the exchange offer.

· The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being

tendered.

· The exchange offer is not subject to any condition other than that it must not violate applicable law or any

applicable interpretation of the Staff of the Securities and Exchange Commission.

· We will not receive any cash proceeds from the exchange offer.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must
acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes
received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities.

Please consider carefully the " Risk Factors" beginning on page 10 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the exchange notes to be distributed in the exchange offer, nor have any of these authorities
determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

The date of this prospectus is , 2007.
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Form S-4
Table of Contents
REFERENCES TO ADDITIONAL INFORMATION
This prospectus incorporates or refers to important business and financial information about us that is not included
in or delivered with this prospectus. You may obtain documents that are filed by us without charge upon your
written or oral request. You may also obtain the documents incorporated by reference into this prospectus, other
than certain exhibits to those documents, by accessing the SEC's website maintained at www.sec.gov.
In addition, our SEC filings are available to the public on our website, www.conagrafoods.com. Information
contained on or accessible through our website or the website of any other person is not incorporated by reference
into this prospectus, and you should not consider information contained on or accessible through those websites as
part of this prospectus.
We will provide you with copies of this information, without charge, if you request them in writing or by
telephone from:
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Attention: Corporate Secretary
Telephone: (402) 595-4000
If you would like to request copies of these documents, please do so by , 2007 in order to receive
them before the expiration of the exchange offer. For additional information, see "Where You Can Find More
Information" and "Documents Incorporated by Reference."
You should not assume that the information contained or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front cover of this prospectus or, in the case of
information incorporated by reference, its date.

TABLE OF CONTENTS

SUMMARY

1
RISK FACTORS
10
FORWARD-LOOKING STATEMENTS
11
USE OF PROCEEDS
12
CAPITALIZATION
12
RATIO OF EARNINGS TO FIXED CHARGES
12
THE EXCHANGE OFFER
13
DESCRIPTION OF NOTES
21
CERTAIN U.S. FEDERAL TAX CONSEQUENCES
30
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Form S-4
ERISA CONSIDERATIONS
35
PLAN OF DISTRIBUTION
37
LEGAL MATTERS
39
EXPERTS
39
WHERE YOU CAN FIND MORE INFORMATION
39
DOCUMENTS INCORPORATED BY REFERENCE
39
In making an investment decision, you must rely on your own examination of us and the terms of the exchange
offer, including the merits and risks involved. You should not construe anything in this prospectus as legal,
business or tax advice. You should consult your own advisors as needed to make your investment decision and to
determine whether you are legally permitted to participate in the exchange offer under applicable laws and
regulations.
None of ConAgra Foods, the exchange agent or any affiliate of any of them makes any recommendation as to
whether or not holders of outstanding notes should exchange their outstanding notes for exchange notes in
response to the exchange offer.

i
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Form S-4
Table of Contents
SUMMARY
The following summary highlights selected information included or incorporated by reference in this prospectus
and may not contain all of the information that is important to you. This prospectus includes the basic terms of
the exchange offer and the exchange notes we are offering, as well as information regarding our business and
detailed financial data. We encourage you to read this prospectus in its entirety, including the documents
incorporated by reference. Unless the context otherwise requires, references in this prospectus to "ConAgra
Foods," "we," "our," "ours" and "us" refer to ConAgra Foods, Inc. and its consolidated subsidiaries.
We are a leading packaged food company serving a wide variety of food customers, including consumer grocery
retailers, restaurants and other foodservice establishments. We report our operations in four reporting segments:
Consumer Foods; Food and Ingredients; Trading and Merchandising; and International Foods.
Our Consumer Foods segment includes branded, private label and customized food products that are sold in
various retail and foodservice channels. Our Consumer Foods segment's products include a variety of categories
(meals, entrees, condiments, sides, snacks and desserts) across frozen, refrigerated and shelf-stable temperature
classes. Major brands include Chef Boyardee®, Marie Callender's®, Healthy Choice®, Orville Redenbacher's®,
Slim Jim®, Hebrew National®, Kid Cuisine®, Reddi-Wip®, VanCamp®, Libby's®, LaChoy®, The Max®,
Manwich®, David's®, Ro*Tel®, Angela Mia®, Hunt's®, Wesson®, Act II®, Snack Pack®, Swiss Miss®, Pam®, Egg
Beaters®, Blue Bonnet®, Parkay®, and Rosarita®.
Our Food and Ingredients segment includes commercially branded foods and ingredients that are sold principally
to foodservice, food manufacturing and industrial customers. Our Food and Ingredients segment's primary
products include specialty potato products, milled grain ingredients, dehydrated vegetables and seasonings,
blends and flavors which are sold under names such as ConAgra Mills®, Lamb Weston®, Gilroy Foods®, and
Spicetec® to food processors.
Our Trading and Merchandising segment includes the sourcing, merchandising, trading, marketing and
distribution of agricultural and energy commodities.
Our International Foods segment includes branded food products that are sold principally in retail channels in
North America, Europe and Asia. Our International Foods segment's products include a variety of categories
(meals, entrees, condiments, sides, snacks and desserts) across frozen, refrigerated and shelf-stable temperature
classes. Major brands include Orville Redenbacher's®, Act II®, Snack Pack®, Chef Boyardee®, Hunt's®, and
Pam®.
We are in the process of implementing operational improvement initiatives that are intended to generate
profitable sales growth, improve profit margins, and expand returns on capital over time. Various improvement
initiatives focused on marketing, operating efficiency, and business processes have been underway for several
years. Senior leadership changes during fiscal 2006 resulted in new priorities and increased focus on execution.
Our strategies currently include: reducing costs throughout the supply chain and the general and administrative
functions; increased and more focused marketing and innovation investments; and sales improvement initiatives
focused on penetrating the fastest growing channels, better return on customer trade arrangements, and optimal
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Form S-4
shelf placement for our most profitable products. Also, over the last several quarters, we have refocused our
portfolio by divesting several operations we deemed non-core, including packaged meats, ham, seafood, and
cheese. Our ongoing cost-savings programs are partly intended to reduce overhead costs previously associated
with divested businesses.
* * * *
We were incorporated as a Delaware corporation in 1919. Our principal executive offices are located at One
ConAgra Drive, Omaha, NE 68102-5094, and our main telephone number is (402) 595-4000.

1
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Form S-4
Table of Contents
Background
On December 21, 2006, we consummated our offer to exchange up to $500,000,000 aggregate principal amount
of our 9.75% Notes due 2021 and our 6.75% Notes due 2011, which we refer to collectively as the old notes, for
new 5.819% Senior Notes due 2017, which we refer to as the outstanding notes. We sometimes refer to the offer
to exchange the old notes for outstanding notes as the previous exchange offer. Pursuant to the previous exchange
offer, we issued $499,999,000 aggregate principal amount of outstanding notes. In connection with the previous
exchange offer, we entered into a registration rights agreement with the dealer managers of the previous exchange
offer. Under the registration rights agreement, we agreed, for the benefit of the holders of the outstanding notes, at
our cost to use our commercially reasonable efforts to, among other things:

· file, no later than 90 days after the settlement date of the previous exchange offer, a registration
statement with the SEC, with respect to a registered offer, which we refer to as the exchange offer, to

exchange the outstanding notes for exchange notes, which will have terms identical in all material
respects to the outstanding notes, except that the exchange notes will not contain transfer restrictions or
be subject to registration rights or additional interest provisions;

· cause the registration statement to be declared effective within 225 days after the settlement date of the

previous exchange offer; and

· complete the exchange offer within 270 days after the settlement date of the previous exchange offer.
A copy of the registration rights agreement is filed with the SEC as an exhibit to the registration statement of
which this prospectus forms a part.
Summary of the Exchange Offer
Securities Offered
5.819% Senior Notes due June 15, 2017.
The Exchange Offer
We are offering to exchange up to $499,999,000 aggregate principal
amount of our exchange notes, which have been registered under the
Securities Act, in exchange for up to $499,999,000 aggregate principal
amount of our outstanding notes. You have the right to exchange your
outstanding notes for exchange notes with substantially identical terms.

In order for your outstanding notes to be exchanged, you must properly tender
them before the expiration of the exchange offer. All outstanding notes that are
validly tendered and not validly withdrawn will be exchanged. We will issue the
exchange notes promptly after the expiration of the exchange offer. You may
tender your outstanding notes for exchange by following the procedures
described under the heading "The Exchange Offer -- Procedures for Tendering
Outstanding Notes."

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Form S-4
Purpose of the Exchange Offer
The purpose of the exchange offer is to satisfy our obligations under the
registration rights agreement. After the exchange offer is complete, you
will not have any further rights under the registration rights agreement,
including any right to require us to register any outstanding notes that
you do not exchange or to pay you the additional interest we agreed to
pay to holders of outstanding notes if we failed to timely commence and
complete the exchange offer.

2
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Document Outline

Local Disk
- #1">Form S-4