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ConAgra Foods, Inc. Announces Pricing Of Notes Tender Offer

ConAgra Foods, Inc. (NYSE: CAG) (“ConAgra Foods”) announced today the pricing of its previously announced 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, including the Total Consideration (as defined below):
Tender Fixed Total


Premium Spread Consideration
Title of CUSIP

Principal Amount

Reference U.S.
(per (basis (per
Security     Numbers     Outstanding     Tender Cap     Level    

Treasury Security
    $1,000)     points)    

$1,000) (1)
3.20% Senior Notes due 2023 205887 BR2 $1,225,000,000 $225,000,000 1 2.50% U.S. Treasury Notes due 5/15/2024 $30.00 85 $988.64
4.65% Senior Notes due 2043 205887 BS0 $937,000,000 $200,000,000 2 3.625% U.S. Treasury Bonds due 2/15/2044 $30.00 125 $1,018.27
7.00% Senior Notes due 2019 205887 BF8 $500,000,000 $25,000,000 3 1.625% U.S. Treasury Notes due 6/30/2019 $30.00 70 $1,204.52
5.819% Senior Notes due 2017 205887 BD3 / 205887 BB7 / U20436 AA6 $499,999,000 $25,000,000 4 0.875% U.S. Treasury Notes due 7/15/2017 $30.00 50 $1,122.83
2.10% Senior Notes due 2018 205887 BG6 $250,000,000 $25,000,000 5 1.625% U.S. Treasury Notes due 6/30/2019 $30.00 20 $1,007.92

(1) 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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