TEXT - S&P rates ConAgra Foods senior unsecured debt

Tue Jan 15, 2013 4:34pm EST

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Jan 15 - Standard & Poor's Ratings Services today assigned its 'BBB-' senior
unsecured debt ratings to Omaha, Neb.-based ConAgra Foods Inc.'s proposed senior
unsecured debt securities expected to total about $3.975 billion, consisting of
a three-year, five-year, 10-year, and 30-year tranche (actual amounts and
maturity dates to be finalized at the close of transaction). The notes will be
issued under the company's Rule 415 shelf registration. We are also assigning
our 'BBB-' issue-level ratings to the company's $1.5 billion unsecured term loan
due 2017 and $4.5 billion 364-day bridge facility. 

Net proceeds of the notes offering and bank facilities will be used to fund 
the company's pending acquisition of Ralcorp Holdings Inc. (BBB-/Negative/--).

The ratings on ConAgra reflect our opinion of the company's "satisfactory" 
business risk profile and "significant" financial risk profile. Key credit 
factors considered in our business risk assessment include the company's 
well-recognized brands with good market positions, product diversity, 
increased operating scale with the Ralcorp acquisition, and limited geographic 
diversification. ConAgra's significant financial risk profile incorporates our 
expectation that the company will improve credit measures during the next 12 
to 24 months following the close of the Ralcorp acquisition, including 
reducing leverage to the mid-3x area or lower and improving funds from 
operations to total debt to above 20% by fiscal 2015; to effectively integrate 
Ralcorp; and to maintain adequate liquidity.

Alternate contact for Jeff Burian: (1) 973-255-7807

RELATED CRITERIA AND RESEARCH
     -- Key Credit Factors: Criteria For Rating The Global Branded Nondurable 
Consumer Products Industry, April 28, 2011
     -- Criteria Methodology: Business Risk/Financial Risk Matrix Expanded, 
Sept. 18, 2012
     -- Corporate Ratings Criteria 2008, April 15, 2008

RATINGS LIST

New Rating
ConAgra Foods Inc.
 senior unsecured debt securities          'BBB-'
 unsecured term loan due 2017              'BBB-'
 364-day bridge facility                       'BBB-'
FILED UNDER: