U.S.-based ConAgra Foods Inc. has made an unsolicited proposal to acquire Ralcorp Holdings Inc. We believe ConAgra's credit profile could weaken because the proposed acquisition would add meaningful debt. We believe Ralcorp's credit profile could weaken because of the combination with ConAgra, and the possibility that Ralcorp may enact shareholder-friendly initiatives if it does not accept ConAgra's offer. We are placing our ratings on ConAgra and Ralcorp on CreditWatch with negative implications. NEW YORK (Standard&Poor's) May 4, 2011--Standard&Poor's Ratings Services said today it placed its 'BBB' long-term corporate credit rating, its 'A-2' short-term and commercial paper ratings, and other ratings on Omaha-based ConAgra Foods Inc. on CreditWatch with negative implications, meaning that we could lower or
