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SUBSEQUENT EVENT
9 Months Ended
Feb. 24, 2013
Subsequent Events [Abstract]  
SUBSEQUENT EVENT
SUBSEQUENT EVENT
Subsequent to the third quarter of fiscal 2013, on March 4, 2013, we entered into a Master Agreement (the "Master Agreement") and related arrangements with Cargill, Incorporated ("Cargill"), CHS Inc. ("CHS"), and HM Luxembourg, a Luxembourg Société à responsabilité limitée (which at closing will be known as "Ardent Mills"), pursuant to which ConAgra Foods, Cargill, and CHS (the "Owners") agreed to form a joint venture (the "Joint Venture"). The Joint Venture will combine the North American flour milling operations and related businesses operated through our ConAgra Mills division and the Horizon Milling joint venture of Cargill and CHS (each, a "Business"). Immediately following the closing of the transaction, the Joint Venture will be operated by an independent management team as Ardent Mills. ConAgra Foods and Cargill will each hold 44% of the total issued share capital of Ardent Mills, and CHS will hold 12% of the total issued share capital of Ardent Mills. Ardent Mills will be required to make cash distributions to the Owners on at least a semi-annual basis in proportion to each Owner's ownership interest. The amount of these cash distributions will, in general, be at least equal to 50% of the cash generated by the Joint Venture and available for distribution, as reasonably determined by the boards of the Joint Venture and its operating subsidiaries, and taking into account working capital and other similar needs.
The Joint Venture is expected to be financed upon closing through the borrowing of funds from third-party sources, which may include a combination of term loans and a revolving credit facility (the "Financing"). Securing third-party financing in an aggregate amount of no less than $600.0 million 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. ConAgra Foods will receive a distribution that is modestly higher proportionally than its percentage ownership.
As an ongoing operation, it is intended that the Joint Venture will be funded solely from its net cash flow from operations and third-party financing. The ownership interests in Ardent Mills will be subject to customary restrictions on transfer, including a five-year prohibition on transfers without the consent of the other Owners and rights of first offer and rights of first refusal for transfers taking place after that date.
In connection with the closing, the parties will also enter into various ancillary agreements. These ancillary agreements include an Alliance Agreement that includes, among other things, a covenant of the Owners not to compete with the Joint Venture in certain areas relating to the dry milling of wheat and durum into flour and the marketing, distribution, and/or sale of flour products in the United States, Canada, and Puerto Rico. These ancillary agreements also include certain supply and services agreements pursuant to which the operating subsidiaries of the Joint Venture will supply ConAgra Foods with flour, Cargill will supply the operating subsidiaries with certain wheat products, CHS will supply the operating subsidiaries with certain wheat and durum products, and Cargill will provide the operating subsidiaries certain strategic account management and sales representative services. The equity earnings of the Joint Venture will be reflected in the Commercial segment.
The Master Agreement includes customary representations, warranties, covenants and indemnification obligations of the Owners relating to the contributed Businesses. The Owners' obligations under the Master Agreement to complete the Joint Venture are conditioned upon the receipt of antitrust approvals in applicable foreign jurisdictions, the absence of any pending proceeding initiated by any governmental entity seeking to enjoin the closing, the availability of the Financing as described above, and certain other customary closing conditions. It is anticipated that the transaction will close late in calendar year 2013. The Master Agreement also includes customary termination rights, including a right of the parties to terminate the transaction if it has not closed by March 30, 2014 (which may be extended to June 30, 2014 in certain financing-related circumstances).
Until the closing, the Owners will continue to operate their respective milling businesses as independent businesses.