Conagra Foods to sell private label brands to Treehouse Foods

ConAgra Foods, Inc. (NYSE:CAG) today announced that it has reached a definitive agreement to sell its private label operations to TreeHouse Foods for approximately $2.7 billion in cash, excluding transaction-related expenses.

Sean Connolly, president and chief executive officer, ConAgra Foods, said, “The sale of our private label business marks another important milestone as we remake ConAgra Foods into a focused, higher-margin, more contemporary and higher-performing company. This transaction will enable ConAgra to sharpen our focus and resources on our Consumer Foods and Commercial Foods segments as we continue to move quickly to drive sustainable growth and deliver enhanced shareholder value.”

Mr. Connolly continued, “Today’s announcement follows a robust sale process involving more than 35 potential buyers, including both strategic buyers and financial sponsors. We are confident that the private label business will be in good hands with TreeHouse Foods, and better-positioned to reach its full potential as part of a focused private label company.”

Under the terms of the agreement, ConAgra Foods will divest the vast majority of its private label operations, which are classified as discontinued operations. Among other assets, this includes a network of 32 manufacturing facilities in the U.S., Canada and Italy. ConAgra Foods will retain certain private label operations with a strong connection to its existing Consumer Foods business, specifically canned pasta, cooking spray, peanut butter, pudding/gels, Gelit frozen pasta product offerings, as well as the HK Anderson and Kangaroo brand equity, trademark and business portfolios; the results for these operations, which were not material, were moved to the Consumer Foods reporting segment in the first quarter of fiscal 2016.

The Company expects to generate approximately $2.7 billion in proceeds from the sale, less transaction expenses, and intends to utilize the net proceeds primarily for debt reduction. Following the transaction, the company expects to have a capital loss carryforward of approximately $4.2 billion with an approximate tax value of $1.6 billion, which can be used to offset potential future capital gains over the next five years. ConAgra Foods will provide details regarding the revised presentation of historical results for its remaining reporting segments, as well as its use of proceeds and long-term financial goals, in due course.

The transaction is subject to customary closing conditions and regulatory clearances, and is expected to close in the first quarter of calendar year 2016. Goldman Sachs and Centerview Partners acted as financial advisors to ConAgra Foods on the transaction. Davis Polk & Wardwell LLP served as legal advisor.