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ConAgra Foods, Inc. Announces Amendments To The Cash Tender Offers For Certain Ralcorp Notes

Stocks in this article: CAG

ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) today announced that it was amending its tender offers to purchase for cash (each, a “Tender Offer” and, collectively, the “Tender Offers”) and consent solicitations with respect to (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) any and all Floating Rate Notes due August 15, 2018 (the “Floating Rate Notes”) issued by Ralcorp Holdings, Inc. (“Ralcorp”), 7.29% Notes due August 15, 2018 (the “2018 Notes”) issued by Ralcorp, and 7.39% Notes due August 15, 2020 (together with the Floating Rate Notes and the 2018 Notes, the “Notes”) issued by Ralcorp.

Each Tender Offer and Consent Solicitation, as applicable, is amended as follows:

(1) the Early Tender Date, as defined in the offer to purchase and consent solicitation statement dated December 28, 2012 (the “Offer to Purchase and Consent Solicitation Statement”), is extended from 5:00 p.m., New York City time, on January 14, 2013, to 5:00 p.m., New York City time, on January 29, 2013, unless otherwise extended (as so amended, the “Early Tender Date”);

(2) the Pricing Date, as defined in the Offer to Purchase and Consent Solicitation Statement, is amended so that such date will be the tenth business day prior to the Expiration Date, as defined in the Offer to Purchase and Consent Solicitation Statement (as so amended, the “Pricing Date”), and any extension of the Expiration Date shall also result in the similar extension of the Pricing Date;

(3) tenders of Notes may be withdrawn at any time prior to the Expiration Date, and any extension of the Expiration Date shall also result in the similar extension of the right to withdraw tenders of the Notes; and

(4) ConAgra Foods is no longer soliciting consents to any of the Proposed Amendments (as defined in the Offer to Purchase and Consent Solicitation Statement); accordingly, holders of Notes will not be deemed to consent, with respect to the principal amount of Notes such holders tender pursuant to the Tender Offers, to any of the Proposed Amendments, and ConAgra Foods’ Consent Solicitations are hereby terminated.

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