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Conagra Foods Inc (CAG): Billionaire Barry Rosenstein’s JANA Partners Amends and Restates Cooperation Agreement

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A newly-amended 13D filing with the SEC showed that billionaire Barry Rosenstein‘s JANA Partners has signed an agreement with Conagra Foods Inc (NYSE:CAG) that amends and restates the Cooperation Agreement between the two parties. Among other things, the company granted to nominate two JANA designees for election to its Board of Directors at the company’s 2016 annual meeting of stockholders: Bradley A. Alford and Timothy R. McLevish. In addition, JANA Partners agreed to various standstill provisions such as not acquiring an ownership interest of 9.9% or more of Conagra Foods Inc (NYSE:CAG), not participating in any solicitation of proxies, etc. The filing also revealed that JANA Partners has slightly decreased its stake in Conagra Foods Inc (NYSE:CAG) as it currently owns 27.39 million shares (including options to purchase 6.00 million shares), which amass 6.3% of the company’s outstanding shares. JANA Partners previously held 27.54 million shares (including options to purchase 6.00 million shares), as reported in its latest 13F filing (for the end of March).

Barry Rosenstein - Jana Partners

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Conagra Foods (NYSE:CAG) is a packaged foods company that makes and sells food products under a variety of brands, and which operated in three sectors – Commercial Foods, Private Brands, and Consumer Foods. Year-to-date, the company’s stock is up by 8.4%. For the third quarter of fiscal year 2016, the company reported revenue of $2.92 billion, beating the revenue of $2.90 billion that it earned in the third quarter of fiscal year 2015. Recently, Conagra Foods (NYSE:CAG) sold its Spicetec Flavors & Seasonings business to Givaudan for around $340 million.

As per our database, at the end of March, JANA Partners held the two most valuable positions in Conagra Foods (NYSE:CAG), a long position worth around $961 million in shares, while the other was valued at $267.7 million in call options underlying shares. Other investors long the stock encompass Phill Gross and Robert Atchinson’s Adage Capital Management, Cliff Asness’ AQR Capital Management, and Ken Griffin’s Citadel Investment Group.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
JANA PARTNERS 27,388,351 0 27,388,351 0 27,388,351 (see Item 5) 6.3%

Barry Rosenstein
Barry Rosenstein
JANA Partners

Page 1 of 5 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)

ConAgra Foods,
Inc.

(Name of Issuer)

Common Stock,
par value $5.00 per share

(Title of Class of Securities)

205887102

(CUSIP Number)

Marc Weingarten, Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 27, 2016

(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 5 Pages)

————————–

The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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