ConAgra Foods, Inc. Announces Final Results Of Exchange Offers And Consent Solicitations

ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) announced today the final results of its previously announced exchange offers (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”), which expired at 5:00 p.m., New York City time, on January 29, 2013 (the “Expiration Date”). Pursuant to an Offering Memorandum and Consent Solicitation Statement dated December 28, 2012 (as amended, the “Offering Memorandum and Consent Solicitation Statement”), ConAgra Foods offered to exchange (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 cash 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 and cash. 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.”

The Exchange Offers and Consent Solicitations were made in connection with ConAgra Foods’ acquisition of Ralcorp, which was completed earlier today (the “Acquisition”).

As of the Expiration Date, $716,058,000 aggregate principal amount of the outstanding Existing Ralcorp Notes had been validly tendered for exchange and not validly withdrawn, comprised of $282,774,000 aggregate principal amount of the Existing Ralcorp 2020 Notes and $433,284,000 aggregate principal amount of the Existing Ralcorp 2039 Notes. ConAgra Foods has accepted for exchange all Existing Ralcorp Notes validly tendered in the Exchange Offers and Consent Solicitations.

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