Obligation Conagra Groupe 4.65% ( US205887BS00 ) en USD

Conagra Groupe

100 % ▲

Etas-Unis

US205887BS00 ( en USD )

4.65% par an ( paiement semestriel )

25/01/2043

Prospectus brochure de l'obligation Conagra Brands US205887BS00 en USD 4.65%, échéance 25/01/2043

2 000 USD

1 000 000 000 USD

205887BS0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

25/07/2026 ( Dans 166 jours )

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 Conagra Brands (US205887BS00, CUSIP 205887BS0) d'un milliard de dollars, échéant le 25 janvier 2043, offre un taux d'intérêt de 4,65%, est cotée à 100% en USD, avec un minimum d'achat de 2 000 $, une fréquence de paiement semestrielle et bénéficie de notations BBB- (S&P) et Baa3 (Moody's).

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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Proposed
Title of each class of
Amount to be
maximum offering
Proposed maximum
Amount of
securities to be registered

registered

price per unit
aggregate offering price
registration fee(1)

1.300% Senior Notes due 2016

$750,000,000 99.956%
$749,670,000.00
$102,254.99

1.900% Senior Notes due 2018

$1,000,000,000 100.000%
$1,000,000,000.00
$136,400.00

3.200% Senior Notes due 2023

$1,225,000,000 99.754%
$1,221,986,500.00
$166,678.96

4.650% Senior Notes due 2043

$1,000,000,000 99.855%
$998,550,000.00
$136,202.22

(1)
The total filing fee of $541,536.17 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-177140
PROSPECTUS SUPPLEMENT
$3,975,000,000
$750,000,000 1.300% Senior Notes due 2016
$1,000,000,000 1.900% Senior Notes due 2018
$1,225,000,000 3.200% Senior Notes due 2023
$1,000,000,000 4.650% Senior Notes due 2043
We are offering $750,000,000 principal amount of 1.300% Senior Notes due 2016, which we refer to in this prospectus supplement as our "2016 notes," $1,000,000,000 principal amount of 1.900% Senior Notes due 2018, which we refer to in this
prospectus supplement as our "2018 notes," $1,225,000,000 principal amount of 3.200% Senior Notes due 2023, which we refer to in this prospectus supplement as our "2023 notes" and $1,000,000,000 principal amount of 4.650% Senior Notes due
2043, which we refer to in this prospectus supplement as our "2043 notes." We col ectively refer to al four series of notes offered hereby as our "notes."
We will pay interest on the 2016 notes on January 25 and July 25 of each year, commencing on July 25, 2013. We will pay interest on the 2018 notes on January 25 and July 25 of each year, commencing on July 25, 2013. We wil pay interest on
the 2023 notes on January 25 and July 25 of each year, commencing on July 25, 2013. We will pay interest on the 2043 notes on January 25 and July 25 of each year, commencing on July 25, 2013.
We intend to use the net proceeds from this offering to fund, in part, our pending acquisition of Ralcorp Holdings, Inc., or Ralcorp. We refer to our pending acquisition of Ralcorp as the "Acquisition."
The notes will be subject to a special mandatory redemption in the event that the Acquisition is not consummated on or prior to August 26, 2013, or if prior to August 26, 2013, the Merger Agreement (as defined herein) is terminated, subject to
certain conditions. In such an event, the notes will be redeemed at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or
provided for, whichever is later, to, but excluding, the special mandatory redemption date. See "Description of the Notes--Special Mandatory Redemption."
We have the option to redeem some or al of the notes at any time and from time to time, as described under the heading "Description of the Notes--Optional Redemption." If a change of control triggering event occurs, we wil be required to
offer to purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase. See "Description of the Notes--Change of Control Offer."
The notes will be our senior unsecured obligations and will rank equal y with all our other senior unsecured debt from time to time outstanding, but wil be effectively junior to our secured indebtedness and wil not be the obligation of any of our
subsidiaries. The notes will also be effectively subordinated to any debt of Ralcorp that remains outstanding if the Acquisition is consummated.
The notes will not be listed on any securities exchange. There are currently no public markets for the notes.
Investing in the notes involves risks that are described or referred to in the "Risk Factors" section beginning on page S-13 of this prospectus supplement.
Per 2016
Per 2018
Per 2023
Per 2043

Note

Total

Note

Total

Note

Total

Note

Total

Public
offering
price(1)
99.956% $
749,670,000 100.000% $
1,000,000,000 99.754% $
1,221,986,500 99.855% $
998,550,000
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Underwriting
discount

0.400% $
3,000,000
0.600% $
6,000,000
0.650% $
7,962,500
0.875% $
8,750,000
Proceeds
(before
expenses)
to
us(1)
99.556% $
746,670,000 99.400% $
994,000,000 99.104% $
1,214,024,000 98.980% $
989,800,000
(1)
Plus accrued interest, if any, from January 25, 2013 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Delivery of the notes offered hereby in book-entry form will be made only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank, S.A./N.V. and Clearstream Banking, societé
anonyme, on or about January 25, 2013.
Joint Book-Running Managers (2016 Notes)
RBS

BofA Merrill Lynch

J.P. Morgan

US Bancorp

Joint Book-Running Managers (2018 Notes)
Wells Fargo Securities

J.P. Morgan

BofA Merrill Lynch

BNP Paribas

Joint Book-Running Managers (2023 Notes)
BofA Merrill Lynch

J.P. Morgan

Wells Fargo Securities

Mitsubishi UFJ Securities

Joint Book-Running Managers (2043 Notes)
J.P. Morgan

BofA Merrill Lynch

Mitsubishi UFJ Securities

Mizuho Securities

The date of this prospectus supplement is January 15, 2013
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

About This Prospectus Supplement
S-ii

Where You Can Find More Information
S-ii

Information We Incorporate by Reference
S-iii

Notice to European Economic Area Investors
S-iii

Forward-Looking Statements
S-iv

Summary
S-1

Risk Factors
S-13

Use of Proceeds
S-20

Capitalization
S-21

Unaudited Pro Forma Condensed Consolidated Financial Information
S-22

Description of Other Indebtedness
S-34

Description of the Notes
S-41

Certain United States Federal Income Tax Considerations
S-54

Certain ERISA Considerations
S-59

Underwriting
S-61

Legal Matters
S-64

Experts
S-64
Prospectus

About This Prospectus
1

Where You Can Find More Information
2
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Information We Incorporate By Reference
2

Disclosure Regarding Forward-Looking Statements
3

The Company
4

Risk Factors
4

Use of Proceeds
5

Ratio of Earnings to Fixed Charges
5

Description of Capital Stock
6

Description of Debt Securities
8

Plan of Distribution
19

Legal Matters
21

Experts
21
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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information about us and the securities we may offer
from time to time, some of which may not apply to this offering. This prospectus supplement describes the specific details regarding this offering and the notes offered hereby. Additional
information is incorporated by reference in this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on
this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus or in any free writing prospectus that
we may provide to you. We have not, and the underwriters have not, authorized anyone to provide you with different information. You should not assume that the information contained in
this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date mentioned on the cover page of these
documents. We are not, and the underwriters are not, making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
References in this prospectus supplement to the terms "we," "us," "ConAgra Foods," the "Company" or other similar terms mean ConAgra Foods, Inc. and its consolidated
subsidiaries, unless we state otherwise or the context indicates otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, which we refer to as the Exchange Act. We file reports, proxy statements and
other information with the U.S. Securities and Exchange Commission, which we refer to as the SEC. Our SEC filings are available over the Internet at the SEC's web site at
http://www.sec.gov. You may read and copy any reports, statements and other information filed by us at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Please call 1-800-SEC-0330 for further information about the Public Reference Room. You may also inspect our SEC reports and other information at our web site at
http://www.conagrafoods.com. We do not intend for information contained in our web site to be part of this prospectus supplement or the accompanying prospectus, other than documents
that we file with the SEC that are incorporated by reference in this prospectus supplement or the accompanying prospectus.
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INFORMATION WE INCORPORATE BY REFERENCE
The SEC allows us to incorporate by reference the information we file with them, which means:
·
incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;
·
we can disclose important information to you by referring you to those documents; and
·
information that we file with the SEC after the date of this prospectus supplement will automatically update and supersede the information contained in this prospectus
supplement and the accompanying prospectus and incorporated filings.
We incorporate by reference the documents listed below that we filed with the SEC under the Exchange Act:
·
our Annual Report on Form 10-K for the fiscal year ended May 27, 2012;
·
our Quarterly Reports on Form 10-Q for the quarterly periods ended August 26, 2012 and November 25, 2012; and
·
our Current Reports on Form 8-K filed on July 20, 2012, September 11, 2012, September 13, 2012, September 26, 2012, November 28, 2012, December 14, 2012,
December 27, 2012, December 31, 2012, January 3, 2013 (which includes certain historical financial information of Ralcorp), January 11, 2013 and January 11, 2013.
We also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this
prospectus supplement and prior to the termination of the offering under this prospectus supplement. We will not, however, incorporate by reference in this prospectus supplement or the
accompanying prospectus any documents or portions thereof that are not deemed "filed" with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our
Current Reports on Form 8-K after the date of this prospectus supplement unless, and except to the extent, specified in such Current Reports.
We will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference into the filing requested) at
no cost, if you submit a request to us by writing or telephoning us at the following address or telephone number:
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
Attention: Corporate Secretary
Telephone: (402) 240-4000
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
This prospectus supplement and the accompanying prospectus are not prospectuses for the purposes of the Prospectus Directive (as defined herein) as implemented in member
states of the European Economic Area. This prospectus supplement and the accompanying prospectus have each been prepared on the basis that all offers of the notes will be made
pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus in connection with offers of the notes. Accordingly, any person making or intending
to make any offer within the European Economic Area of the notes which are the subject of the offering contemplated in this prospectus supplement and the accompanying prospectus
should only do so in circumstances in which no obligation arises for us or any underwriter to produce a prospectus for such offers. Neither we nor the underwriters have authorized, nor
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do we or they authorize, the making of any offer of the notes through any financial intermediary, other than offers made by underwriters which constitute the final placement of the notes
contemplated in this prospectus supplement and the accompanying prospectus.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the documents incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, which we refer to as the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements are based on our current expectations and are subject to
uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding expected synergies and benefits of the Acquisition, expectations
about future business plans, prospective performance and opportunities, regulatory approvals and the expected timing of the completion of the Acquisition. These forward-looking
statements may be identified by the use of words such as "expect," "anticipate," "believe," "estimate," "potential," "should" or similar words. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied in or by such forward-looking statements. In addition to the risk factors described in this prospectus supplement under "Risk Factors" as well as in
documents incorporated by reference into this prospectus supplement and the accompanying prospectus, important factors that could cause our actual results to differ materially from
those in forward-looking statements include, among others:
·
the timing to consummate the Acquisition;
·
the ability and timing to satisfy closing conditions in connection with the Acquisition, including the approval of Ralcorp's shareholders;
·
our ability to realize the synergies contemplated by the Acquisition;
·
our ability to promptly and effectively integrate the business of Ralcorp;
·
the availability and prices of raw materials, including any negative effects caused by inflation or adverse weather conditions;
·
the effectiveness of our product pricing, including any pricing actions and promotional changes;
·
future economic circumstances;
·
industry conditions;
·
our ability to execute our operating and restructuring plans;
·
the success of our innovation, marketing, including increased marketing investments, and cost-saving initiatives;
·
the competitive environment and related market conditions;
·
our operating efficiencies;
·
the ultimate impact of any product recalls;
·
access to capital;
·
our success in efficiently and effectively integrating our acquisitions;
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·
actions of governments and regulatory factors affecting our businesses, including the Patient Protection and Affordable Care Act;
·
the amount and timing of repurchases of our common stock, if any; and
·
other risks and uncertainties discussed in our reports filed with the SEC.
S-iv
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