ConAgra Foods, Inc. Announces Cash Tender Offer for $1.4 Billion Aggregate Principal Amount of Certain Notes

OMAHA, Neb.

ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) announced today it has commenced a tender offer (the “Tender Offer”) to purchase for cash up to $1.4 billion combined aggregate principal amount (the “Maximum Tender Amount”) of its 5.819% Senior Notes due 2017 (the “2017 Notes”), its 7.000% Senior Notes due 2019 (the “2019 Notes”), its 4.950% Senior Notes due 2020 (the “2020 Notes”), its 3.200% Senior Notes due 2023 (the “2023 Notes”), its 7.125% Senior Notes due 2026 (the “2026 Notes”), its 6.625% Senior Notes due 2039 (the “2039 Notes”) and its 4.650% Senior Notes due 2043 (the “2043 Notes” and, together with the 2017 Notes, the 2019 Notes, the 2020 Notes, the 2023 Notes, the 2026 Notes and the 2039 Notes, the “Notes”). The amounts of each series of Notes that are purchased will be determined in accordance with the acceptance priority levels specified in the table below and on the cover page of the Offer to Purchase, dated February 2, 2016 (the “Offer to Purchase”), in the column entitled “Acceptance Priority Level” (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level. In addition, no more than $140,000,000 aggregate principal amount of the 2019 Notes will be purchased in the Tender Offer (such aggregate principal amount, the “2019 Cap”), no more than $110,000,000 aggregate principal amount of the 2026 Notes will be purchased in the Tender Offer (such aggregate principal amount, the “2026 Cap”), no more than $85,000,000 aggregate principal amount of the 2020 Notes will be purchased in the Tender Offer (such aggregate principal amount, the “2020 Cap”) and no more than $400,000,000 aggregate principal amount of the 2023 Notes will be purchased in the Tender Offer (such aggregate principal amount, the “2023 Cap” and, together with the 2019 Cap, the 2026 Cap and the 2020 Cap, the “Tender Caps”). Furthermore, there is no maximum aggregate principal amount of the 2043 Notes, the 2039 Notes or the 2017 Notes that may be purchased in the Tender Offer. The following table sets forth some of the terms of the Tender Offer:

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. The Tender Offer will expire at midnight, New York City time, at the end of March 1, 2016, unless extended or earlier terminated by ConAgra Foods (the “Expiration Date”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on February 16, 2016 (the “Early Tender Deadline”), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

The consideration paid in the Tender Offer for each series of Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified in the table above and in the Offer to Purchase (the “Total Consideration”). Holders of the Notes that are validly tendered and not withdrawn on or prior to the Early Tender Deadline and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Deadline and on or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 2:00 p.m., New York City time, on February 16, 2016, unless extended by ConAgra Foods.

Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase. The settlement date for Notes that are validly tendered on or prior to the Early Tender Deadline is expected to be February 17, 2016, one business day following the Early Tender Deadline (the “Early Settlement Date”). The settlement date for the Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Date is expected to be March 2, 2016, one business day following the Expiration Date (the “Final Settlement Date”), assuming the Maximum Tender Amount is not purchased on the Early Settlement Date.

Subject to the Tender Caps and the Maximum Tender Amount, all Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any tendered Notes having a lower Acceptance Priority Level (with 7 being the lowest), and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Deadline having a lower Acceptance Priority Level. However, even if the Tender Offer is not fully subscribed as of the Early Tender Deadline, subject to the Tender Caps and the Maximum Tender Amount, Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted for purchase in priority to other Notes tendered after the Early Tender Deadline even if such Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Deadline.

Notes of a series may be subject to proration if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn is greater than the applicable Tender Cap or would cause the Maximum Tender Amount to be exceeded. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for payment.

ConAgra Foods’ obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase. ConAgra Foods reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate one or more of the Tender Caps; or (iv) otherwise amend the Tender Offer in any respect.

J.P. Morgan Securities LLC, BofA Merrill Lynch, Wells Fargo Securities, LLC and Goldman, Sachs & Co. are acting as the dealer managers for the Tender Offer. The information agent and tender agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (866) 470-4200 (U.S. toll-free) or (212) 430-3774 (banks and brokers). Questions regarding the Tender Offer should be directed to J.P. Morgan Securities LLC, Liability Management Group, at (212) 834-4811 (collect) or (866) 834-4666 (toll-free); BofA Merrill Lynch, Liability Management Group, at (980) 387-3907 (collect) or (888) 292-0070 (toll-free); Wells Fargo Securities, LLC, Liability Management Group, at (704) 410-4760 (collect) or (866) 309-6316 (toll-free); or Goldman, Sachs & Co., Liability Management Group, at (212) 357-0215 (collect) or (800) 828-3182 (toll-free). This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About ConAgra Foods
ConAgra Foods, Inc., (NYSE: CAG), is one of North America’s leading packaged food companies with recognized brands such as Marie Callender’s®, Healthy Choice®, Slim Jim®, Hebrew National®, Orville Redenbacher’s®, Peter Pan®, Reddi-wip®, PAM®, Snack Pack®, Banquet®, Chef Boyardee®, Egg Beaters®, Hunt’s® and many other ConAgra Foods brands found in grocery, convenience, mass merchandise and club stores. ConAgra Foods also has a strong business-to-business presence, supplying frozen potato and sweet potato products as well as other vegetable, spice and grain products to a variety of well-known restaurants, foodservice operators and commercial customers. For more information, please visit us atwww.conagrafoods.com.

Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and assumptions and are subject to certain risks, uncertainties and changes in circumstances that could cause actual results to differ materially from potential results discussed in the forward-looking statements. These risks and uncertainties include, among other things: ConAgra Foods’ ability to successfully complete the spin-off of its Lamb Weston business on a tax-free basis, within the expected time frame or at all; ConAgra Foods’ ability to successfully complete the pending sale of its private brands operations, within the expected time frame or at all; ConAgra Foods’ ability to execute its operating and restructuring plans and achieve its targeted operating efficiencies, cost-saving initiatives, and trade optimization programs; ConAgra Foods’ ability to successfully execute its long-term value creation strategy; ConAgra Foods’ ability to realize the synergies and benefits contemplated by the Ardent Mills joint venture; risks and uncertainties associated with intangible assets, including any future goodwill or intangible asset impairment charges; the availability and prices of raw materials, including any negative effects caused by inflation or weather conditions; the effectiveness of ConAgra Foods’ product pricing efforts, whether through pricing actions or changes in promotional strategies; the ultimate outcome of litigation, including litigation related to the lead paint and pigment matters; future economic circumstances; industry conditions; the effectiveness of ConAgra Foods’ hedging activities, including volatility in commodities that could negatively impact ConAgra Foods’ derivative positions and, in turn, ConAgra Foods’ earnings; the success of ConAgra Foods’ innovation and marketing investments; the competitive environment and related market conditions; the ultimate impact of any ConAgra Foods’ product recalls; access to capital; actions of governments and regulatory factors affecting ConAgra Foods’ businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of ConAgra Foods’ common stock and debt, if any; the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors; and other risks described in ConAgra Foods’ reports filed with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. ConAgra Foods disclaims any obligation to update or revise statements contained in this press release to reflect future events or circumstances or otherwise.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160202006610/en/

ConAgra Foods, Inc.
Media:
Dan Hare, 402-240-5274
Daniel.Hare@ConAgraFoods.com
or
Analysts:
Chris Klinefelter, 402-240-4154
Chris.Klinefelter@ConAgraFoods.com