ConAgra Foods, Inc. Announces Exchange Offers And Consent Solicitations For Certain Ralcorp Notes

In addition to the Exchange Consideration or Total Exchange Consideration, as applicable, ConAgra Foods will pay accrued and unpaid interest on the Existing Ralcorp Notes accepted in the Exchange Offers and Consent Solicitations from the latest interest payment date to, but not including, the date such Existing Ralcorp Notes are accepted for payment (any date of such payment, a "Settlement Date"), which will be promptly after the Expiration Date and is expected to be within two business days after the Expiration Date.

Eligible holders of Existing Ralcorp Notes who desire to tender their Existing Ralcorp Notes must consent to the proposed amendments and may not deliver consents to the proposed amendments without tendering their related Notes. If an eligible holder tenders Existing Ralcorp Notes in an Exchange Offer, such holder will be deemed to consent, with respect to the principal amount of such tendered Existing Ralcorp Notes, to the amendment of the corresponding Existing Ralcorp Indenture for that series. Tenders of Existing Ralcorp Notes may not be withdrawn after 5 p.m., New York City time, on January 14, 2013, unless extended (the "Withdrawal Deadline"). If the holders of at least a majority in aggregate principal amount of a series of Existing Ralcorp Notes deliver consents, Ralcorp will execute the supplemental indentures, effective as of the Settlement Date, effecting the proposed amendments for such series.

Each Exchange Offer and Consent Solicitation is subject to the satisfaction of certain conditions, set forth in the Offering Memorandum including, among other things, the consummation of the Acquisition. The 2020 Notes Exchange Offer and Consent Solicitation are not conditioned on the completion of the 2039 Notes Exchange Offer and Consent Solicitation and the completion of the 2039 Notes Exchange Offer and Consent Solicitation are not conditioned on the completion of the 2020 Notes Exchange Offer and Consent Solicitation.

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