06.04.2009 13:23:00

ConAgra Foods Announces Cash Tender Offers for up to $600 Million Aggregate Principal Amount of Certain of Its Outstanding Notes in Connection with Debt Refinancing

ConAgra Foods, Inc., (NYSE:CAG) announced today it has commenced cash tender offers to purchase up to $600 million aggregate principal amount of three series of its outstanding notes. The offers to purchase consist of two separate offers, with one offer (the "Any and All Offer”) to purchase any and all of ConAgra Foods’ 6.700% Senior Notes due 2027, which are puttable on Aug. 1, 2009 (the "Put Notes”), and a second offer (the "Maximum Tender Offer”) to purchase its 7.875% Senior Notes due 2010 (the "2010 Notes”) and 6.750% Senior Notes due 2011 (the "2011 Notes”).

  • In the Any and All Offer, ConAgra Foods is offering to purchase any and all of the $300,000,000 aggregate principal amount outstanding of the Put Notes.
  • In the Maximum Tender Offer, ConAgra Foods is offering to purchase the 2010 Notes and the 2011 Notes in an aggregate principal amount outstanding up to that portion of the $600 million remaining following the purchase of the Put Notes in the Any and All Offer, subject to proration.

In no event will ConAgra Foods be obligated to accept for purchase or pay for notes tendered pursuant to the two offers in an aggregate principal amount in excess of $600 million. The offers are conditioned on the satisfaction of certain conditions, including a financing condition, which are set forth in the Offer to Purchase. Notwithstanding any other provision of the offers, ConAgra Foods will not be required to accept any notes for purchase, and may terminate, extend or amend the offers, and may postpone the acceptance of notes so tendered if, on or prior to the expiration date for either offer, ConAgra Foods has not satisfied the financing condition.

The offers are made pursuant to an Offer to Purchase, dated April 6, 2009, which sets forth a complete description of the terms of the offers, and related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related Letter of Transmittal carefully before making any decision with respect to the offers.

Additional Information About the Any and All Offer:

The Any and All Offer will expire at 5 p.m., New York City time, on April 17, 2009, unless extended (the "Any and All Offer Expiration Date”). Tendered notes may be withdrawn at any time at or prior to 5 p.m., New York City time, on April 17, 2009 (the "Withdrawal Date”), but may not thereafter be withdrawn.

The Total Consideration for each $1,000 principal amount of Put Notes validly tendered in the Any and All Offer at or prior to 5 p.m., New York City time, on the Any and All Offer Expiration Date will be $1,018.75. In addition, holders of notes tendered and accepted for purchase will receive accrued and unpaid interest on the notes from the last interest payment date for the notes to, but not including, the applicable settlement date.

Additional Information About the Maximum Tender Offer:

The Maximum Tender Offer will expire at midnight, New York City time, on May 1, 2009, unless extended (the "Maximum Tender Offer Expiration Date”). Tendered notes may be withdrawn at any time at or prior to 5 p.m., New York City time, on the Withdrawal Date, but may not thereafter be withdrawn.

Holders of notes subject to the Maximum Tender Offer must validly tender their notes at or prior to 5 p.m., New York City time, on April 17, 2009 (the "Early Tender Date”) to be eligible to receive the Total Consideration (defined below) if their notes are accepted for purchase. Holders of notes who validly tender their notes in the Maximum Tender Offer after 5 p.m., New York City time, on the Early Tender Date and at or prior to midnight, New York City time, on the Maximum Tender Offer Expiration Date and whose notes are accepted for purchase will be eligible to receive the Late Tender Offer Consideration (defined below).

The total consideration for each $1,000 principal amount of 2010 Notes validly tendered and accepted for purchase in the Maximum Tender Offer prior to 5 p.m., New York City time, on the Early Tender Date, will be $1,067.50 (the "2010 Notes Total Consideration”), which includes an early tender payment of $30.00 (the "2010 Notes Early Tender Payment”).

The total consideration for each $1,000 principal amount of 2011 Notes validly tendered and accepted for purchase in the Maximum Tender Offer prior to 5 p.m., New York City time, on the Early Tender Date, will be $1,067.50 (the "2011 Notes Total Consideration”), which includes an early tender payment of $30.00 (the "2011 Notes Early Tender Payment”).

Holders who validly tender 2010 Notes after 5 p.m., New York City time, on the Early Tender Date but at or prior to midnight, New York City time, on the Maximum Tender Offer Expiration Date, and whose 2010 Notes are accepted for purchase, will be eligible to receive $1,037.50 for each $1,000 principal amount (the "2010 Notes Late Tender Offer Consideration”), which is the 2010 Notes Total Consideration minus the 2010 Early Tender Payment.

Holders who validly tender 2011 Notes after 5 p.m., New York City time, on the Early Tender Date but at or prior to midnight, New York City time, on the Maximum Tender Offer Expiration Date, and whose 2011 Notes are accepted for purchase, will be eligible to receive $1,037.50 for each $1,000 principal amount (the "2011 Notes Late Tender Offer Consideration”), which is the 2011 Notes Total Consideration minus the 2011 Notes Early Tender Payment.

In addition to the Total Consideration or Late Tender Offer Consideration, as applicable, holders of notes validly tendered and accepted for purchase will receive accrued and unpaid interest on the notes from the last interest payment date for the notes to, but not including, the applicable settlement date for the notes.

ConAgra Foods has retained Banc of America Securities LLC and J.P. Morgan Securities to serve as the dealer managers for the offers and has retained Global Bondholder Services Corporation to serve as the depositary and information agent for the offers.

Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 952-2200 or (212) 430-3774 or in writing at 65 Broadway--Suite 723, New York, NY, 10006. Questions regarding the offers may be directed to Banc of America Securities LLC at (888) 292-0070 or (704) 388-9217, or J.P. Morgan at (866) 834-4666 or (866) 834-4802. The Offer to Purchase and related Letter of Transmittal are expected to be distributed to holders beginning today.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The offers are not being made to holders of notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, "blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities or "blue sky” laws require the offers to be made by a licensed broker or dealer, the offers will be deemed to be made on behalf of ConAgra Foods by the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. None of ConAgra Foods, the dealer managers or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the offers.

ConAgra Foods, Inc., (NYSE: CAG) is one of North America’s leading food companies, with brands in 97 percent of America’s households. Consumers find Banquet, Chef Boyardee, Egg Beaters, Healthy Choice, Hebrew National, Hunt’s, Marie Callender’s, Orville Redenbacher’s, PAM, Peter Pan, Reddi-wip and many other ConAgra Foods brands in grocery, convenience, mass merchandise, and club stores. ConAgra Foods also has a strong business-to-business presence, supplying potato, 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.

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