ConAgra Foods, Inc. Announces Final Results of Exchange Offers and Consent Solicitations

OMAHA, Neb.--(BUSINESS WIRE)--ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) announced today the final results of its previously announced exchange offers (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”), which expired at 5:00 p.m., New York City time, on January 29, 2013 (the “Expiration Date”). Pursuant to an Offering Memorandum and Consent Solicitation Statement dated December 28, 2012 (as amended, the “Offering Memorandum and Consent Solicitation Statement”), ConAgra Foods offered to exchange (1) any and all 4.950% Notes due August 15, 2020 (the “Existing Ralcorp 2020 Notes”) issued by Ralcorp Holdings, Inc. (“Ralcorp”) for up to an aggregate principal amount of $300.0 million of new 4.950% Notes due August 15, 2020 (the “New ConAgra Foods 2020 Notes”) issued by ConAgra Foods and cash and (2) any and all 6.625% Notes due August 15, 2039 (the “Existing Ralcorp 2039 Notes”) issued by Ralcorp for up to an aggregate principal amount of $450.0 million of new 6.625% Notes due August 15, 2039 (the “New ConAgra Foods 2039 Notes”) issued by ConAgra Foods and cash. The Existing Ralcorp 2020 Notes and Existing Ralcorp 2039 Notes are referred to herein collectively as the “Existing Ralcorp Notes.” The New ConAgra Foods 2020 Notes and New ConAgra Foods 2039 Notes are referred to herein collectively as the “New ConAgra Foods Notes.”

The Exchange Offers and Consent Solicitations were made in connection with ConAgra Foods’ acquisition of Ralcorp, which was completed earlier today (the “Acquisition”).

As of the Expiration Date, $716,058,000 aggregate principal amount of the outstanding Existing Ralcorp Notes had been validly tendered for exchange and not validly withdrawn, comprised of $282,774,000 aggregate principal amount of the Existing Ralcorp 2020 Notes and $433,284,000 aggregate principal amount of the Existing Ralcorp 2039 Notes. ConAgra Foods has accepted for exchange all Existing Ralcorp Notes validly tendered in the Exchange Offers and Consent Solicitations.

Upon settlement of the Exchange Offers and Consent Solicitations, which is expected to occur on Thursday, January 31, 2013, ConAgra Foods will:

1)	issue to the holders of the Existing Ralcorp 2020 Notes whose securities have been accepted for exchange New ConAgra Foods 2020 Notes in an aggregate principal amount of $282,741,000 and issue to the holders of the Existing Ralcorp 2039 Notes whose securities have been accepted for exchange New ConAgra Foods 2039 Notes in an aggregate principal amount of $433,275,000;
2)	pay approximately $4.7 million as a cash payment, comprised of approximately $1.4 million for the Existing Ralcorp 2020 Notes accepted for exchange and approximately $3.2 million for the Existing Ralcorp 2039 Notes accepted for exchange; and
3)	pay to holders whose Existing Ralcorp Notes are accepted for exchange cash in amount equal to the accrued and unpaid interest to, but not including, the settlement date with respect to the Existing Ralcorp Notes accepted for exchange.

The New ConAgra Foods Notes will be issued only to holders of Existing Ralcorp Notes that have certified certain matters to ConAgra Foods, including their status as either “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act of 1933, or persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act of 1933.

In addition, as previously disclosed, Ralcorp received consents in the Consent Solicitations sufficient to approve amendments to the respective indentures governing the Existing Ralcorp 2020 Notes and the Existing Ralcorp 2039 Notes (as set forth in the Offering Memorandum and Consent Solicitation Statement). As a result, Ralcorp and the trustee for the Existing Ralcorp Notes entered into a supplemental indenture implementing those amendments to the indentures governing the Existing Ralcorp Notes.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security and is issued pursuant to Rule 135c under the Securities Act of 1933. The Exchange Offers and Consent Solicitations were made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and related transmittal documents.

The New ConAgra Foods Notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New ConAgra Foods Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

About ConAgra Foods

ConAgra Foods is one of North America’s leading food companies, with consumer brands in 97% of America’s households and sold 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, visit www.conagrafoods.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on ConAgra Foods’ current expectations and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding expected synergies and benefits of the Acquisition, expectations about future business plans and prospective performance and opportunities. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in or by such forward-looking statements. These risks and uncertainties include, but are not limited to, the company’s ability to realize the synergies contemplated by the Acquisition; the company’s ability to promptly and effectively integrate the businesses of Ralcorp and ConAgra Foods’; availability and prices of raw materials, including any negative effects caused by inflation and adverse weather conditions; the effectiveness of its product pricing, including any pricing actions and promotional changes; future economic circumstances; industry conditions; the company’s ability to execute its operating and restructuring plans; the success of the company’s innovation, marketing, including increased marketing investments, and cost-saving initiatives; the competitive environment and related market conditions; operating efficiencies; the ultimate impact of the company’s product recalls; access to capital; the company’s success in effectively and efficiently integrating its acquisitions, actions of governments and regulatory factors affecting the company’s businesses, including the Patient Protection and Affordable Care Act; the amount and timing of repurchases of the company’s common stock, if any; and other risks described in the company’s reports filed with the Securities and Exchange Commission. The company cautions readers not to place undue reliance on any forward-looking statements included in this release, which speak only as of the date made.