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 $500.0 million combined aggregate principal amount (the “Maximum Tender Amount”) of its 3.20% Senior Notes due 2023 (the “2023 Notes”), its 4.65% Senior Notes due 2043 (the “2043 Notes”), its 7.00% Senior Notes due 2019 (the “2019 Notes”), its 5.819% Senior Notes due 2017 (the “2017 Notes”) and its 2.10% Senior Notes due 2018 (the “2018 Notes” and, collectively with the 2023 Notes, the 2043 Notes, the 2019 Notes and the 2017 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The principal amount of each series of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on August 1, 2014 (the “Early Tender Date”) and the principal amount of each series of Notes that will be accepted for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.

                               

Title of

Security

CUSIP

Numbers

Principal Amount Outstanding

 

Tender Cap

Acceptance Priority

Level

Principal Amount Tendered Principal Amount to be Accepted Early Tender Premium (per $1,000) Total Consideration (per $1,000)(1) 3.20% Senior Notes due 2023 205887 BR2 $1,225,000,000 $225,000,000 1 $814,449,000 $225,000,000 $30.00 $988.64 4.65% Senior Notes due 2043 205887 BS0 $937,000,000 $200,000,000 2 $588,774,000 $200,000,000 $30.00 $1,018.27 7.00% Senior Notes due 2019 205887 BF8 $500,000,000 $25,000,000 3 $114,798,000 $24,998,000 $30.00 $1,204.52 5.819% Senior Notes due 2017

205887 BD3 /205887 BB7 /U20436 AA6

$499,999,000 $25,000,000 4 $64,352,000 $24,997,000 $30.00 $1,122.83 2.10% Senior Notes due 2018 205887 BG6 $250,000,000 $25,000,000 5 $120,468,000 $24,997,000 $30.00 $1,007.92

(1) Inclusive of the Early Tender Premium.

The amounts of each series of Notes that are 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 July 21, 2014 (the “Offer to Purchase”), in the column entitled “Acceptance Priority Level” (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level. In addition, no more than $225.0 million aggregate principal amount of the 2023 Notes, no more than $200.0 million aggregate principal amount of the 2043 Notes, no more than $25.0 million aggregate principal amount of the 2019 Notes, no more than $25.0 million aggregate principal amount of the 2017 Notes and no more than $25.0 million aggregate principal amount of the 2018 Notes will be purchased (the “Tender Caps”).

Because the amount of Notes tendered in each series prior to the Early Tender Date exceeded the applicable Tender Cap, no additional Notes of any series tendered after the Early Tender Date 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 Date 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 August 1, 2014, and is set forth in the table above.

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 Date and accepted for purchase is expected to be August 4, 2014 (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 a number of general 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.

Wells Fargo Securities, LLC is acting as the Lead Dealer Manager for the Tender Offer. Mizuho Securities USA Inc., Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc. are acting as the Co-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 Wells Fargo Securities, LLC, Liability Management Group, at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).

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 largest packaged food companies with branded and private branded food found in 99 percent of America’s households, as well as a strong commercial foods business serving restaurants and foodservice operations globally. Consumers can find recognized brands such as Banquet®, Chef Boyardee®, Egg Beaters®, Healthy Choice®, Hebrew National®, Hunt’s®, Marie Callender’s®, Orville Redenbacher’s®, PAM®, Peter Pan®, Reddi-wip®, Slim Jim®, Snack Pack® and many other ConAgra Foods brands, along with food sold by ConAgra Foods under private brand labels, in grocery, convenience, mass merchandise, club and drug stores. Additionally, ConAgra Foods supplies frozen potato and sweet potato products as well as other vegetable, seasoning blends, flavors, and bakery products to commercial and foodservice customers. ConAgra Foods operates ReadySetEat.com, an interactive recipe website that provides consumers with easy dinner recipes and more. 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 realize the synergies and benefits contemplated by the acquisition of Ralcorp Holdings, Inc. (“Ralcorp”) and its ability to promptly and effectively integrate the business of Ralcorp; ConAgra Foods’ ability to realize the synergies and benefits contemplated by the recently formed joint venture combining the flour milling businesses of ConAgra Foods, Cargill, Incorporated, and CHS Inc.; risks and uncertainties associated with intangible assets, including any future goodwill impairment charges; the availability and prices of raw materials, including any negative effects caused by inflation or adverse weather conditions; the effectiveness of ConAgra Foods’ product pricing, including product innovation, any pricing actions and changes in promotional strategies; the ultimate outcome of litigation, including litigation related to lead paint and pigment matters; future economic circumstances; industry conditions; ConAgra Foods’ ability to execute its operating and restructuring plans; the success of ConAgra Foods’ cost-savings initiatives, and innovation and marketing investments; the competitive environment; operating efficiencies; 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; 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.

MEDIAConAgra Foods, Inc.Teresa Paulsen, 402-240-5210Vice President,Communication & External RelationsorANALYSTSConAgra Foods, Inc.Chris Klinefelter, 402-240-4154Vice President, Investor Relationswww.conagrafoods.com