Pinnacle Foods Announces Pricing for its Tender Offer for its 8.25% Senior Subordinated Notes Due 2013
The tender offer and consent solicitation are being made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 8, 2007 and the related Consent and Letter of Transmittal.
26/03/07 Pinnacle Foods Group Inc. announced the determination of the pricing for its previously announced tender offer to purchase any and all of its outstanding 8.25% Senior Subordinated Notes due 2013 (CUSIP No. 72347CAC8). The tender offer and related solicitation of consents to amend the indenture governing the Notes are being made in connection with the previously announced agreement by Peak Acquisition Corp., an affiliate of The lackstone Group, to merge with and into Crunch Holding Corp., which owns all of the issued and outstanding capital stock of Pinnacle Foods. The tender offer and consent solicitation are being made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 8, 2007 and the related Consent and Letter of Transmittal.
The total consideration for the Notes was determined as of 11:00 A.M., New York City time, on March 22, 2007, using the bid-side yield of the 4.75% U.S. Treasury Note due December 31, 2008 plus a fixed spread of 50 basis points and based on the Scheduled Initial Payment Date, as defined in the Offer to Purchase, of April 2, 2007. The yield on the Reference Security was 4.595% and the tender offer yield was 5.095%. Accordingly, the total consideration, excluding accrued and unpaid interest, for each $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to 5:00 P.M., New York City time, on March 21, 2007 is $1,087.55, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes.
In addition, Pinnacle Foods announced that approximately $393.33 million of outstanding Notes, or approximately 99.83% of the aggregate principal amount of Notes outstanding, had been validly tendered and not withdrawn on or prior to the Consent Date. Accordingly, Pinnacle Foods has received the requisite consents to adopt the proposed amendments to the Indenture pursuant to the consent solicitation. Pinnacle Foods, its subsidiaries guaranteeing the Notes and the trustee have entered into a supplemental indenture giving effect to the amendments. The amendments to the Indenture contained in such supplemental indenture will only become effective immediately prior to the consummation of the Merger, provided that all Notes validly tendered (and not withdrawn) at or prior to the Consent Date are accepted for purchase pursuant to the Offer to Purchase upon consummation of the Merger.
The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including the Merger having occurred or occurring substantially concurrent with the initial payment date. The tender offer will expire at midnight, New York City time, on Thursday, April 5, 2007, unless extended or earlier terminated by Pinnacle Foods. Rights to withdraw tendered Notes and to revoke delivered consents terminated on the Consent Date.