ConAgra Foods, Inc. Announces Early Tender Results of Its Cash Tender Offer

OREANDA-NEWS. 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The principal amount of each series of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on February 16, 2016 (the “Early Tender Deadline”) and the principal amount of each series of Notes that will be accepted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.

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.