CAG ConAgra Brands Inc

ConAgra Foods, Inc. (NYSE:CAG) (“ConAgra Foods”) announced today the early tender results of its previously announced 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The principal amount of each series of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on February 16, 2016 (the “Early Tender Deadline”) and the principal amount of each series of Notes that will be accepted for purchase by the Company on the Early Settlement Date (as defined below) are specified in the table below.

                        Principal Acceptance Principal Principal Title of CUSIP Amount Priority Amount Amount to be Security Numbers Outstanding Tender Cap Level Tendered Accepted 4.650% Senior Notes due 2043 205887 BS0 $737,000,000 N/A 1 $ 560,257,000 $560,257,000   6.625% Senior Notes due 2039 205887 BN1 $433,275,000 N/A 2 $ 341,855,000 $341,855,000   7.000% Senior Notes due 2019 205887 BF8 $475,002,000 $140,000,000 3 $ 175,098,000 $139,878,000   7.125% Senior Notes due 2026 205887 AF9 $372,435,000 $110,000,000 4 $ 202,121,000 $109,985,000   4.950% Senior Notes due 2020

205887 BL5/205887 BK7/U20436 AB4

$282,741,000 $85,000,000 5 $ 149,783,000 $85,000,000   3.200% Senior Notes due 2023 205887 BR2 $1,000,000,000 $400,000,000 6 $ 752,528,000 $163,025,000   5.819% Senior Notes due 2017

205887 BD3/205887 BB7/U20436 AA6

$475,002,000 N/A 7 $ 176,366,000 $0  

The amounts of each series of Notes that are to be purchased were determined in accordance with the acceptance priority levels specified in the table above 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.

Because the amount of Notes tendered in each series prior to the Early Tender Deadline exceeded the applicable Tender Cap, no additional Notes of any series tendered after the Early Tender Deadline will be accepted for purchase and Notes not accepted, including Notes not accepted because of proration, will be returned promptly.

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 consideration to be paid in the Tender Offer for each series of Notes validly tendered and accepted for purchase was calculated 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 Offer to Purchase (the “Total Consideration”). Holders of the Notes that validly tendered and did not withdraw their Notes on or prior to the Early Tender Deadline and whose Notes are 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”). The Total Consideration was determined at 2:00 p.m., New York City time, on February 16, 2016.

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 were validly tendered on or prior to the Early Tender Deadline and accepted for purchase is expected to be February 17, 2016 (the “Early Settlement Date”).

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 at www.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.

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