ConAgra says in an 8K filing that securing third-party financing in an aggregate amount of no less than $600M on terms that are commercially reasonable and that do not, among other things, require credit support to be provided by any Owner, is a condition to close. Immediately upon completion of the Financing, all of the net proceeds thereof will be distributed to the Owners. The distribution will be approximately proportional to the Owners’ ownership interests in Ardent Mills, except that each Owner’s distribution will be adjusted to reflect any deviations in the working capital contributions of such Owner from specified target amounts and ConAgra Foods will receive a distribution that is slightly higher proportionally than its percentage ownership. ConAgra Foods currently plans to allocate its initial cash distribution from the Joint Venture to pay down debt. It is anticipated that the transaction will close late in calendar year 2013. ConAgra Foods plans to finalize the expected financial impacts of the transaction between now and the closing. Due to both the anticipated timing of the closing and expected allocation of proceeds toward debt reduction, the transaction is expected to be modestly dilutive, less than 5c, to fiscal 2014 diluted EPS, excluding items impacting comparability. Even with this impact, ConAgra Foods expects to post a strong growth rate of diluted EPS, excluding items impacting comparability, in bothhalves of fiscal 2014, primarily reflecting the contribution of diluted EPS, excluding items impacting comparability, from the recent Ralcorp Holdings, Inc. acquisition; this transaction does not alter the company’s expectations for previously announced cost synergies related to the Ralcorp acquisition. ConAgra Foods also expects the Joint Venture transaction to become accretive to its diluted EPS over time, as expected cost synergies from the transaction are realized.
- Mergers, Acquisitions & Takeovers