Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Announce Early Tender Results, Pricing and Increased Maximum Tender Payment for Tender Offers for Debt Securities of ConAgra Foods, Inc.

NEW YORK, Oct. 25, 2016 /PRNewswire/ -- Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Purchasers") today announced the early tender results and pricing of their previously announced cash tender offers (each offer, a "Tender Offer" and collectively, the "Tender Offers") to purchase a portion of the outstanding debt securities of ConAgra Foods, Inc. set forth in the table below (collectively, the "Notes" and each a "series of Notes"), on 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").

The Purchasers also today announced that they have increased the "Maximum Tender Payment" (as defined in the Offer to Purchase) for the Notes in the Tender Offers from $1,365,000,000 to $1,500,780,589. The Tender Offers will expire at 11:59 p.m., New York City time, on Monday, November 7, 2016 (the "Expiration Date"). Withdrawal rights with respect to the Tender Offers expired at 5:00 p.m., New York City time, on October 24, 2016 (the "Withdrawal Deadline").  Because the Withdrawal Deadline has passed, Notes tendered pursuant to the Tender Offers may no longer be withdrawn, except as required by law.  

The principal amount of each series of Notes that were validly tendered and not validly withdrawn as of the previously announced early tender date and time of 5:00 p.m., New York City time, on October 24, 2016 (the "Early Tender Date") is specified in the table below.

The consideration to be paid in the Tender Offers for each series of Notes that were validly tendered on or prior to the Early Tender Date and accepted for purchase (the "Total Consideration") was 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 at 11:00 a.m., New York City time, today (the "Price Determination Date"), and is specified in the table below.

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Holders who validly tendered and did not validly withdraw Notes by the Early Tender Date will be eligible to receive the applicable Total Consideration for Notes of that series set forth in the table below (which includes an early tender premium of $50.00 per $1,000 principal amount of the Notes), subject to the application of the acceptance priority levels set forth in the table below (the "Acceptance Priority Levels)" and proration as described below and in the Tender Offer Materials.

Subject to all conditions to the Tender Offers having been satisfied or waived by the Purchasers, the Purchasers currently expect to accept for purchase Notes validly tendered at or prior to the Early Tender Date for a combined aggregate purchase price (excluding accrued and unpaid interest) equal to the Maximum Tender Payment. The settlement date for Notes accepted for purchase by the Purchasers is currently expected to be October 26, 2016, one business day following the scheduled Price Determination Date (the "Early Settlement Date"). As the Tender Offers were over-subscribed at the Early Tender Date, it is expected that, subject to the priorities and proration rules applicable to the Tender Offer, only Notes validly tendered and not validly withdrawn as of such date will be purchased in accordance with the terms of the Tender Offers, and that no Notes tendered after the Early Tender Date will be purchased in the Tender Offers.

The amount of each series of Notes that is to be purchased on the Early Settlement Date will be determined in accordance with the Acceptance Priority Levels and the proration procedures described in the Tender Offer Materials, subject in each case to the Maximum Tender Payment. No Notes with Acceptance Priority Levels 6 through 13 will be purchased pursuant to the Tender Offers. Any Notes not accepted by the Purchasers due to proration and all Notes with Acceptance Priority Levels 6 through 13 will be returned promptly.

The Purchasers' obligation to accept for payment, and pay for, Notes validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, satisfaction or 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 or otherwise amend the Expiration Date, (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.

SOURCE ConAgra Foods, Inc.