U.S.-based ConAgra Foods Inc. announced it will be acquiring Ralcorp Holdings Inc. (BBB-/Negative/--) for approximately $90 per share plus the assumption of debt for an enterprise value of roughly $6.8 billion. We believe the proposed acquisition would meaningfully increase ConAgra's debt obligations and weaken its credit protection measures. We placed all our ratings on ConAgra Foods Inc. on CreditWatch with negative implications. Concurrently, we affirmed Ralcorp Holdings Inc.'s 'BBB-' corporate credit rating. We will review the outlook on Ralcorp upon the close of the transaction and resolution of ConAgra's CreditWatch listing. We placed Ralcorp Holdings Inc.'s issue-level ratings on CreditWatch with negative implications. On Nov. 27, 2012, Standard&Poor's Ratings Services placed its 'BBB' long term corporate credit rating,
