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

(2) The Total Consideration offered for the 2018 Notes and 2020 Notes (as defined below) will be calculated with reference to the applicable fixed spread and includes the applicable Early Tender Payment.

For each $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date and accepted for payment pursuant to the Tender Offers, Holders will be eligible to receive the total consideration (the “Total Consideration”) equal to:

(1) with respect to the Floating Rate Notes, $1,012.50; and

(2) with respect to each of the 2018 Notes and the 2020 Notes (each a “Series of Notes”) a price equal to (i) the present value on the Settlement Date (as defined below) of (a) the principal amount of such series of Notes payable on the maturity date of such Series of Notes, plus (b) all required remaining scheduled interest payments due on such Series of Notes through such maturity date, computed using a discount rate equal to the applicable Treasury Rate (as defined below) for such Series of Notes, plus 50 bps (the “Fixed Spread”), minus (ii) accrued and unpaid interest to, but not including, the Settlement Date, such price being rounded to the nearest $0.01 per $1,000 principal amount of Notes. “Treasury Rate” means the yield to maturity of the United States Treasury securities with a constant maturity most nearly equal to the period from the Settlement Date to the maturity date of the 2018 Notes or the 2020 Notes, as applicable, as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available as of the second business day prior to the Early Tender Date.

In addition to the Tender Consideration or Total Consideration, as applicable, ConAgra Foods will pay accrued and unpaid interest on the Notes accepted in the Tender Offers and Consent Solicitations from the latest interest payment date to, but not including, the date such 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.

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