After failing in its bid to purchase Ralcorp Holdings Inc. last year, ConAgra Foods Inc. has returned to the negotiating table to successfully gobble up the St. Louis–based maker of private-label foods in a deal worth $6.8 billion, including debt.
Omaha-based ConAgra—which owns such popular food brands as Chef Boyardee, Healthy Choice, and Slim Jim—said Tuesday it has agreed to pay $90 in cash for each Ralcorp share, while also assuming about $1.8 billion in debt. In May 2011, ConAgra offered $86 per share for Ralcorp, which makes a wide variety of store brand food products for bakeries, restaurants, and supermarket chains.
Ralcorp balked at ConAgra’s previous offer, choosing instead to spin off its Post cereal business to shareholders last December in a $900 million tax-free deal meant to help the company pay off short-term debt. That debt was used earlier in 2011 to finance Ralcorp’s $545 million purchase of a refrigerated dough business from Sara Lee Corporation.
By acquiring Ralcorp, ConAgra is aiming to become the largest producer of private-label packaged foods in North America and among the largest packaged food companies in the world. The combined company would have $18 billion in annual sales and more than 36,000 employees. The deal is expected to close by the end of March 2013, pending the approval of regulators and Ralcorp shareholders. ConAgra predicts $225 million in annual savings within four years.
Davis Polk & Wardwell is reprising its role as legal counsel to ConAgra on the acquisition after serving in the same capacity on last year’s takeover bid. As The Am Law Daily has reported in the past, the chairman of ConAgra’s board of directors, Steven Goldstone, is a former Davis Polk senior partner. (Colleen Batcheler, a former Jones Day associate, is ConAgra’s general counsel.)
Partners Arthur Golden and Marc Williams are leading Davis Polk’s corporate team advising ConAgra. Employee benefits partner Jean McLoughlin, tax partner Neil Barr, and antitrust partner Ronan Harty are also advising.
Wachtell, Lipton, Rosen & Katz is lead counsel to Ralcorp in its sale, with longtime outside counsel Bryan Cave also playing a role. Both firms advised Ralcorp on the Post cereal unit spin-off and Bryan Cave previously handled RalCorp’s acquisition of Post for $2.6 billion in 2007. Wachtell’s team on the deal with ConAgra is led by corporate partner Steven Rosenblum and also includes corporate counsel Nancy Greenbaum, antitrust partner Ilene Gotts, compensation and benefits partner Michael Segal, restructuring and finance partner Eric Rosof, and tax partner T. Eiko Stange.
Bryan Cave’s team includes the firm’s transaction group leader, partner William Seabaugh, as well as corporate partner Stephanie Hosler, tax partner Philip Wright, finance partner Bart Wall, and benefits partner Jennifer Stokes. St. Louis–based Bryan Cave has advised Ralcorp on a number of past transactions, including the acquisition of the dough unit from Sara Lee and a 2010 deal that saw Ralcorp buy the American Italian Pasta Co. for $1.2 billion.
Gregory Billhartz, a former Bryan Cave associate, serves as Ralcorp’s general counsel.
Cleary Gottlieb Steen & Hamilton M&A partners Ethan Klingsberg and Benet O’Reilly are representing Barclays and Goldman Sachs in their roles as financial advisers to Ralcorp.