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-'