ConAgra Foods, Inc. Announces Increases In Cash Consideration For Exchange Offers For Certain Ralcorp Notes

ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) today announced that it was amending its previously announced offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) and consent solicitations (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) with respect to (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 (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. The amendments increase the cash portion of the Total Exchange Consideration (as defined below) from $2.50 to $5.00, with respect to the Existing Ralcorp 2020 Notes, and from $2.50 to $7.50, with respect to the Existing Ralcorp 2039 Notes. 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.”

As amended, each Exchange Offer provides as follows:

Holders who validly tender their Existing Ralcorp Notes at or prior to 5 p.m., New York City time, on January 14, 2013, unless extended, will be eligible to receive the applicable “Total Exchange Consideration” (as set forth in the table below), which includes the applicable early tender premium set forth in such table (the “Early Tender Premium”), for all such Existing Ralcorp Notes that are accepted on the Settlement Date, as defined in the offering memorandum and consent solicitation statement dated December 28, 2012 (the “Offering Memorandum and Consent Solicitation Statement”).

Title of Series/CUSIP Number of Existing Ralcorp Notes		Maturity Date		Aggregate Principal Amount Outstanding		Exchange Consideration (1)		Early Tender Premium (1)		Total Exchange Consideration (1)(2)
4.950%Notes due2020 /751028 AF8		August 15,2020		$300,000,000		$970 principalamount of NewConAgra Foods2020 Notes and$5.00 in cash		$30 principalamount ofNew ConAgraFoods 2020Notes		$1,000 principalamount of NewConAgra Foods2020 Notes and$5.00 in cash
6.625%Notes due2039 /751028 AE1		August 15,2039		$450,000,000		$970 principalamount of NewConAgra Foods2039 Notes and$7.50 in cash		$30 principalamount ofNew ConAgraFoods 2039Notes		$1,000 principalamount of NewConAgra Foods2039 Notes and$7.50 in cash

(1) For each $1,000 principal amount of Existing Ralcorp Notes

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