Fitch Rates ConAgra's New Credit Facilities 'BBB-'

  Fitch Rates ConAgra's New Credit Facilities 'BBB-'

Business Wire

CHICAGO -- December 31, 2012

Fitch Ratings has assigned a 'BBB-' to ConAgra Foods Inc's. (Conagra) new $1.5
billion five-year senior unsecured term credit facility (term facility) and
$4.5 billion 364-day bridge credit facility (bridge facility). On Dec. 27 and
28 ConAgra filed or announced a series of corporate actions associated with
financing its acquisition of Ralcorp Holdings, Inc. (Ralcorp). The $6.8
billion acquisition, which included assumed debt, was expected to be
predominantly debt-financed.

Specifically, on Dec. 27 the company filed that on Dec. 21, 2012 it had
established the $1.5 billion unsecured term loan and the $4.5 billion
unsecured 364-day bridge facility and also amended its current $1.5 billion
revolving credit agreement. On Dec. 28, 2012 the company also announced an
exchange offer for up to $750 million in Ralcorp notes.

Pursuant to the exchange offering, Fitch expects to rate ConAgra senior
unsecured notes issuance (new notes) 'BBB-'. Fitch's ratings of ConAgra's debt
are listed below.

The new notes will rank equal to the company existing senior unsecured
indebtedness. The securities will be exchanged for any and all of Ralcorp
Holdings, Inc. (Ralcorp) existing 4.950% notes due Aug. 15, 2020 for up to an
aggregate principal amount of $300 million and for its existing 6.625% notes
due Aug. 15, 2039 up to an aggregate principal amount of $450 million. The new
notes are expected to be issued with identical interest rates and maturity
terms as the Ralcorp notes. The early tender offer exchange date for the
existing Ralcorp notes is Jan. 14, 2013; the expiration date is Jan. 29 2013

Proceeds under the bridge and term facilities are expected to be used to fund
the company's acquisition of Ralcorp Holdings, Inc. (Ralcorp). The term
facility may be increased to up to $2.0 billion, matures on the fifth
anniversary of the acquisition closing date, and amortizes 2.5% per quarter
commencing on June 1, 2013. Fitch anticipates that the company will refinance
any borrowings under the bridge facility.

The bridge and term loan have similar requirements as the revolver but loosens
the leverage covenant to accommodate the acquisition in the near term.
Additionally there is also a spring-in guarantee in certain events. The
existing revolver was amended on Dec 21, 2012 to harmonize with changes in the
new facilities. The key change to the leverage covenant was that consolidated
funded debt must not exceed 75% of the consolidated capital base for four
quarters including the acquisition quarter and 70% for the following four
quarters before reverting to the original 65%. Further, if the company's debt
is non-investment grade upon closing then all material wholly-owned domestic
subsidiaries must guarantee the obligations. The guarantees would be released
when the company becomes investment grade. The company is expected to remain
in compliance with its covenants.

The acquisition is expected to close by March 31, 2013, pending Ralcorp's
shareholders' and regulatory approvals. The combined company will be one of
the largest packaged food companies in North America, with net sales of
approximately $18 billion. In addition to the company's significant branded
food presence, ConAgra will be the largest private-label food company in the
U.S., increasing ConAgra's approximately $950 million private-label sales to
$4.5 billion. Revenue sources will be more balanced, consisting of 43% branded
and 25% private-label packaged foods through the retail channel and 32% to the
commercial/foodservice markets.

ConAgra's leverage will increase substantially with this combination,
resulting in financial metrics that are weak for the rating category in the
near term. Fitch estimates that pro forma total debt to EBITDA will initially
be slightly more than 4.0x, factoring in the use of a portion of ConAgra's
$476.8 million cash at Nov. 25, 2012. Nonetheless, the company's commitment to
de-leveraging, good liquidity, and the strength of the strategic combination
support the 'BBB-' ratings.

Fitch has factored into the ratings ConAgra's commitment to prioritize its
free cash flow (FCF) for debt reduction within 18 to 24 months after the
transaction closes. Maintaining the current dividend level and very modest
share repurchases should support the significant debt reduction needed to
retain investment-grade ratings. Fitch believes ConAgra's target of
approximately $225 million in annual cost savings by the fourth full fiscal
year after the closing, driven by supply chain and SG&A efficiencies, will be
achievable, based on similar transactions. However, Fitch believes the
near-term benefit is likely to be outweighed by costs to achieve those
synergies.

The acquisition of Ralcorp is in line with ConAgra's strategic growth
objective to increase its exposure to private label. Private label
historically has grown faster than branded packaged food. The transaction has
good strategic rationale as both companies operate primarily in the center of
the store in complementary categories without significant overlap between
branded and private-label products. ConAgra will benefit from Ralcorp's higher
margin predominantly private-label portfolio. However, with both companies
operating primarily in the United States, this transaction does not broaden
their geographic exposure to faster growing markets. Both companies have
recently been highly acquisitive, and that is also taken into consideration
for the ratings. Acquisitions are not anticipated until leverage is solidly in
line with the rating level.

ConAgra is expected to maintain adequate liquidity, including a portion of its
cash balance, and a substantial part of its currently undrawn $1.5 billion
revolving credit facility that matures Sept. 14, 2016. The credit facility
provides backup to ConAgra's commercial paper (CP) program.

Upcoming long-term debt maturities are manageable. Fitch anticipates ConAgra
is likely to refinance and/or use cash to pay down part of its next
significant debt maturities, which are $500 million 5.875% notes due in April
2014 and $250 million 1.35% notes due Sept. 10, 2015.

What Could Trigger a Rating Action

Future developments that may, individually or collectively, lead to a negative
rating action include:

--If ConAgra's planned debt reduction falters significantly, which could occur
due to shortfalls in earnings/cash flow, such that leverage remains at or
above the mid-3.0x range.

Future developments that may, individually or collectively, lead to a positive
rating action include:

-- A positive rating action is not anticipated in the near term. Beyond this
timeframe, a positive rating action could be supported by substantial and
growing FCF generation, along with leverage (total debt-to-operating EBITDA)
consistently in the mid-2x range.

--Maintenance of conservative financial policies, such as publicly stating
that its financial strategies no longer include large acquisitions that
require substantial debt financing, could also support an upgrade.

Fitch currently rates ConAgra Foods, Inc. as follows:

--Long-term Issuer Default Rating (IDR) 'BBB-';

--Senior unsecured notes 'BBB-';

--$1.5 Revolving Credit Agreement 'BBB-';

--$1.5 billion 5 year senior unsecured term credit facility 'BBB-';

--$4.5 billion 364 day bridge credit facility;

--Subordinated notes 'BB+';

--Short-term IDR 'F3';

--CP 'F3'.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012).

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.
PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S
PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND
METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF
CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL,
COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM
THE 'CODE OF CONDUCT' SECTION OF THIS SITE.

Contact:

Fitch Ratings
Primary Analyst
Judi M. Rossetti, CPA/CFA
Senior Director
+1-312-368-2077
Fitch, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Grace Barnett
Director
+1-212-908-0718
or
Committee Chairperson
Michael Zbinovec
Senior Director
+1-312-368-3164
or
Medai Relations:
Brian Bertsch, +1-212-908-0549 (New York)
brian.bertsch@fitchratings.com