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ConAgra Foods, Inc. Announces Notes Tender Offer

ConAgra Foods, Inc. (NYSE:CAG) (“ConAgra Foods”) announced today it has commenced a tender offer (the “Tender Offer”) to purchase for cash up to $500.0 million combined aggregate principal amount (the “Maximum Tender Amount”) of its 3.20% Senior Notes due 2023 (the “2023 Notes”), its 4.65% Senior Notes due 2043 (the “2043 Notes”), its 7.00% Senior Notes due 2019 (the “2019 Notes”), its 5.819% Senior Notes due 2017 (the “2017 Notes”) and its 2.10% Senior Notes due 2018 (the “2018 Notes” and, collectively with the 2023 Notes, the 2043 Notes, the 2019 Notes and the 2017 Notes, the “Notes”). The amounts of each series of Notes that are purchased will be determined in accordance with the acceptance priority levels specified in the table below and on the cover page of the Offer to Purchase, dated July 21, 2014 (the “Offer to Purchase”), in the column entitled “Acceptance Priority Level” (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level. In addition, no more than $225.0 million aggregate principal amount of the 2023 Notes, no more than $200.0 million aggregate principal amount of the 2043 Notes, no more than $25.0 million aggregate principal amount of the 2019 Notes, no more than $25.0 million aggregate principal amount of the 2017 Notes and no more than $25.0 million aggregate principal amount of the 2018 Notes will be purchased (the “Tender Caps”).

The following table sets forth some of the terms of the Tender Offer:

Title of Security

CUSIP Numbers

Principal Amount Outstanding


Tender Cap

Acceptance Priority Level

Reference U.S. Treasury Security

Bloomberg Reference Page (1)

Early Tender Premium (per $1,000)

Fixed Spread (basis points)

Hypothetical Total Consideration (per $1,000) (2)(3)
3.20% Senior Notes due 2023   205887 BR2   $1,225,000,000   $225,000,000   1  

2.50% U.S. TreasuryNotes due 5/15/2024
  PX1   $30.00   85   $990.32
4.65% Senior Notes due 2043 205887 BS0 $937,000,000 $200,000,000 2

3.625% U.S. TreasuryBonds due 2/15/2044
PX1 $30.00 125 $1,018.92
7.00% Senior Notes due 2019 205887 BF8 $500,000,000 $25,000,000 3

1.625% U.S. TreasuryNotes due 6/30/2019
PX1 $30.00 70 $1,204.97
5.819% Senior Notes due 2017

205887 BD3 /205887 BB7 /U20436 AA6
$499,999,000 $25,000,000 4

0.875% U.S. TreasuryNotes due 7/15/2017
PX1 $30.00 50 $1,121.72
2.10% Senior Notes due 2018 205887 BG6 $250,000,000 $25,000,000 5

1.625% U.S. TreasuryNotes due 6/30/2019
PX1 $30.00 20 $1,008.24
(1)   The applicable page on Bloomberg from which the Dealer Manager will quote the bid-side prices of the applicable U.S. Treasury Security.
(2) Hypothetical Total Consideration as of 2:00 p.m., New York City time, on July 18, 2014 and assuming an Early Settlement Date of August 4, 2014.
(3) Inclusive of the Early Tender Premium.

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. The Tender Offer will expire at midnight, New York City time, at the end of August 15, 2014, unless extended or earlier terminated by ConAgra Foods (the “Expiration Date”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 1, 2014, but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

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