Conagra Brands, Inc. (NYSE:CAG) entered into an agreement to acquire Pinnacle Foods Inc. (NYSE:PF) from The Vanguard Group, Inc., JANA Partners LLC and others for $8.2 billion on June 26, 2018. Under the terms, shares of Pinnacle Foods will be converted into the right to receive $43.11 in cash and 0.6494 shares of Conagra Brands common stock. Options of Pinnacle Foods will be converted into the number of Conagra Brands shares multiplied by Equity Award Exchange Ratio over the exercise price. Each vested Pinnacle Foods restricted stock unit and performance stock unit shall receive solely in cash the Equity Award Cash-Out Consideration. Each Pinnacle Foods option shall receive the excess Equity Award Cash-Out Consideration over the exercise price. Equity Award Cash-Out Consideration means the sum of cash consideration and product of the Exchange Ratio multiplied by the Conagra Brands Closing Price. Pinnacle Foods' PSU Portions of the Unvested Pinnacle Foods PSAs shall be converted into a time-based cash-settled restricted stock unit, denominated in Conagra Brands. Pinnacle will survive the merger as a direct wholly owned subsidiary of Conagra.

Conagra Brands has secured $9 billion in fully committed bridge financing from affiliates of Goldman Sachs Group, Inc. The commitments under the bridge credit facility were subsequently reduced by the $1.3 billion new term loan facility entered into on July 11, 2018 with a syndicate of banks led by Bank of America, N.A. The new term loan facility provided for under the Term Loan Agreement provides for a $650 million tranche of three-year terms loans and a $650 million tranche of five-year term loans. In addition, Conagra entered into an Revolving Credit Agreement with a syndicate of banks led by Bank of America, N.A., as administrative agent, replacing Conagra's prior revolving credit agreement and providing for a revolving credit facility in a maximum aggregate principal amount outstanding at any one time of $1.6 billion, subject to increase to a maximum aggregate principal amount of $2.1 billion. The permanent financing is also expected to include approximately $600 million of incremental cash proceeds from the issuance of equity and/or divestitures. As on October 9, 2018, Conagra Brands is offering to sell $575 million of its common stock through an underwritten public offering. As of October 15, 2018, Conagra Brands announced an offering of an aggregate of approximately $7.025 billion of senior notes (floating rate notes and fixed rate notes). Conagra Brands intends to use these funds to finance the acquisition. Pinnacle Foods will pay fee of approximately $260 million to Conagra Brands in case of termination of transaction.

The transaction is subject to approval from at least a majority of Pinnacle Foods shareholders, expiration of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, shares issued by Conagra Brands should be authorized for listing on the NYSE upon official notice of issuance and effectiveness of S-4 Registration Statement. The transaction was unanimously approved by Boards of both, Conagra Brands and Pinnacle Foods on June 26, 2018. There is no financing condition to the merger. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended expired on August 22, 2018. As of August 23, 2018, Congra and Pinnacle received a “no-action” letter from the Canadian Competition Bureau confirming that the Commissioner of Competition does not intend to challenge Conagra acquisition of Pinnacle. The receipt of the "no- action letter" satisfies one of the conditions necessary for completion of this transaction. The registration statement was declared effective by the SEC on September 17, 2018. The transaction was approved by the shareholders of Pinnacle Foods at its special meeting held on October 23, 2018. The transaction is expected to close by the end of 2018. As on September 25, 2018, it is expected that the transaction is expected to close at the end of October 2018. As of October 23, 2018, the transaction is expected to close on October 26, 2018. Conagra Brands expects the transaction to be low single-digit accretive to adjusted EPS in the fiscal year ended May 2020.

Robert I. Townsend III, Keith Hallam, C. Daniel Haaren, Matthew L. Ploszek, Devon A. Klein, Stephanie M. Park, Kathryn-Ann Stamm, Anthony J. Ramirez, Eric W. Hilfers, Nicole F. Foster, Christopher C. Gonnella, Christine A. Varney, Margaret Segall D'Amico, A. Maya Khan, Matthew Morreale, Annmarie M. Terraciano, J. Leonard Teti II, Arvind Ravichandran, Rory M. Minnis, Craig F. Arcella, Virginie Marier, Yasmina Abdel-Malek, Karan Zoria and Christopher M. Hurley of Cravath, Swaine & Moore LLP acted as legal advisors to Pinnacle Foods. Michael J. Solecki, Bradley C. Brasser, Peter E. Izanec and Timothy P. FitzSimons of Jones Day acted as legal advisors to Conagra. Evercore and Credit Suisse are acting as financial advisors to Pinnacle Foods.

Goldman Sachs, being advised by Weil, Gotshal & Manges LLP and Centerview Partners are acting as financial advisors to Conagra. Morgan Stanley and Rothschild & Co. provided strategic advice to Pinnacle Foods. MacKenzie Partners, Inc. acted as the proxy solicitor to Pinnacle Food and was paid a fee of $15,000 for its services. Computershare Investor Services LLC acted as the transfer agent for Pinnacle. Evercore will be paid a fee of $29 million, of which $3 million was paid upon the delivery of Evercore's opinion. Credit Suisse will be paid a fee of approximately $19.3 million, $3 million of which became payable upon the delivery of its opinion and $16.3 million of which is contingent upon the closing of the transaction. Stuart Rogers and Aaron Dixon of ALSTON & BIRD acted as legal advisors to Credit Suisse. Stephen M. Kotran and Patrick V. Salvo of Sullivan & Cromwell LLP acted as legal advisors to Goldman Sachs & Co. LLC and Centerview Partners as financial advisers to Conagra Brands, Inc. (U.S.)