Goldman, Sachs & Co. And Merrill Lynch, Pierce, Fenner & Smith Incorporated Announce Cash Tender Offers For Debt Securities Of ConAgra Foods, Inc. For An Aggregate Purchase Price Of Up To $1,365,000,000

NEW YORK, Oct. 11, 2016 /PRNewswire/ -- Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Purchasers") announced today that they have commenced cash tender offers (each offer, a "Tender Offer" and collectively, the "Tender Offers") to purchase a portion of the series of outstanding debt securities of ConAgra Foods, Inc. ("ConAgra") set forth in the table below (collectively, the "Notes" and each a "series of Notes"), up to a maximum aggregate purchase price (excluding accrued and unpaid interest) of $1,365,000,000 (the "Maximum Tender Payment").  The Tender Offers are open to all holders (individually, a "Holder," collectively, the "Holders") of the applicable series of Notes.

The amount of a series of Notes that is purchased in the Tender Offers on any Settlement Date (as defined herein) will be determined in accordance with the acceptance priority level (each an "Acceptance Priority Level") for such series of Notes, as set forth in the table below, subject to the Maximum Tender Payment.

____________

The Tender Offers are being made upon and are subject to the terms and conditions set forth in the Offer to Purchase, dated October 11, 2016 (the "Offer to Purchase"), and the related Letter of Transmittal (together with the Offer to Purchase, the "Tender Offer Materials").  Each Tender Offer will expire at 11:59 p.m., New York City time, on November 7, 2016, unless such Tender Offer is extended (as the same may be extended, the "Expiration Date").  Holders of Notes that are validly tendered and not validly withdrawn by 5:00 p.m., New York City time, on October 24, 2016 (as the same may be extended, the "Early Tender Date") and accepted for purchase will receive the applicable Total Consideration for Notes of that series, which includes an early tender premium of $50.00 per $1,000 principal amount of the Notes accepted for purchase (the "Early Tender Premium").  Holders who validly tender Notes after the Early Tender Date but on or before the Expiration Date will be eligible to receive the applicable "Tender Offer Consideration" for Notes of that series, which is an amount equal to the applicable Total Consideration less the Early Tender Premium.

The consideration to be paid in the Tender Offers for each series of Notes that are validly tendered on or before the Early Tender Date and accepted for purchase will be determined in the manner described in the Offer to Purchase and based on the present value of future payments on the applicable Notes discounted at a rate equal to the sum of the applicable spread and the yield based on the bid-side price of the applicable reference security as calculated by the Purchasers (the "Total Consideration").  The Total Consideration will be determined at 11:00 a.m., New York City time, on October 25, 2016, unless extended by the Purchasers.

Tenders of Notes may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on October 24, 2016, but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes to, but not including, the applicable Settlement Date (as defined below) for such Notes accepted for purchase.  The Purchasers reserve the right, but are under no obligation, at any point following the Early Tender Date but before the Expiration Date, to accept for purchase any Notes validly tendered and not validly withdrawn on or before the Early Tender Date (the "Early Settlement Date"), subject to the Maximum Tender Payment, the application of the Acceptance Priority Levels and all conditions to the Tender Offers having been satisfied or waived by the Purchasers.  The Early Settlement Date will be determined at the Purchasers' option and is currently expected to occur on October 26, 2016, subject to all conditions to the Tender Offers having been satisfied or waived by the Purchasers.  Irrespective of whether the Purchasers choose to exercise their option to have an Early Settlement Date, the Purchasers will purchase any remaining Notes that have been validly tendered on or before the Expiration Date, subject to the Maximum Tender Payment, the application of the Acceptance Priority Levels and all conditions to the Tender Offers having been satisfied or waived by the Purchasers, on a date following the Expiration Date (the "Final Settlement Date" and each of the Early Settlement Date and Final Settlement Date, a "Settlement Date").  The Final Settlement Date is expected to occur promptly following the Expiration Date, subject to all conditions to the Tender Offers having been satisfied or waived by the Purchasers (assuming that Notes equal to a maximum aggregate purchase price (excluding accrued and unpaid interest) equal to the Maximum Tender Payment are not purchased on the Early Settlement Date).  The expected Final Settlement Date is November 8, 2016, unless extended by the Purchasers, assuming all conditions to the Tender Offers have been satisfied or waived by the Purchasers.

The amounts of each series of Notes that are purchased on any Settlement Date will be determined in accordance with the Acceptance Priority Levels as described in the Tender Offer Materials, with 1 being the highest Acceptance Priority Level and 13 being the lowest Acceptance Priority Level.  Each Purchaser will severally and not jointly purchase 50% of the Notes of each Acceptance Priority Level purchased pursuant to the Tender Offers.  All Notes validly tendered and not validly withdrawn on or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes validly tendered and not validly withdrawn on or before the Early Tender Date having a lower Acceptance Priority Level are accepted pursuant to the Tender Offers, and all Notes validly tendered after the Early Tender Date but on or before the Expiration Date having a higher Acceptance Priority Level will be accepted before any Notes validly tendered after the Early Tender Date but on or before the Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Tender Offers.  However, Notes validly tendered and not validly withdrawn on or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date but on or before the Expiration Date, even if such Notes validly tendered after the Early Tender Date but on or before the Expiration Date have a higher Acceptance Priority Level than Notes validly tendered on or before the Early Tender Date.

In addition, the Purchasers will only accept for purchase, based on the Acceptance Priority Levels, as many of the Notes as can be purchased with cash up to the Maximum Tender Payment.  Notes of a series may be subject to proration if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Maximum Tender Payment to be exceeded.  Furthermore, if the amount of Notes validly tendered and not validly withdrawn on or before the Early Tender Date exceeds the Maximum Tender Payment, Holders who validly tender Notes after the Early Tender Date but on or before the Expiration Date will not have any such Notes accepted for payment, regardless of the Acceptance Priority Level of such Notes.

The Purchasers' obligation to accept for payment, and pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offers is subject to, and conditioned upon, satisfaction or, where applicable, waiver of the Financing Condition, the Spin-Off Condition and the general conditions, all of which are described in the Offer to Purchase.  The Purchasers reserve the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offers, (ii) extend the Early Tender Date, Withdrawal Deadline, Price Determination Date or Expiration Date to a later date and time, (iii) increase or decrease the Maximum Tender Payment, (iv) change the Acceptance Priority Level with respect to any series of Notes or (v) otherwise amend the Tender Offers in any respect.

The Information Agent and Tender Agent for the Tender Offers is D.F. King & Co., Inc.  Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting D.F. King & Co., Inc., the Information Agent, at (800) 758-5378 (U.S. toll free) and (212) 269-5550 (banks and brokers) or [email protected].  Questions regarding the Tender Offers should be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0215 (collect) or Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll free) or (980) 683-3215 (collect).

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.  The Tender Offers are being made only pursuant to the Tender Offer Materials and only in such jurisdictions as is permitted under applicable law.  The complete terms and conditions of the Tender Offers are set forth in the Tender Offer Materials.

Holders are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offers.  None of ConAgra, the Purchasers, the Tender Agent, the Information Agent or the applicable trustee with respect to the Notes is making any recommendation as to whether Holders should tender Notes in response to the Tender Offers.  Holders must make their own decisions as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.

SOURCE ConAgra Foods, Inc.