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Published on 5/26/2006 in the Prospect News High Yield Daily.

Doane Pet Care prices tender consideration for 10¾%, 10 5/8% notes

By Angela McDaniels

Seattle, May 26 - Doane Pet Care Co. said it will pay $1,087.80 per $1,000 principal amount of 10¾% notes tendered during its tender offer and consent solicitation and $1,243.33 per $1,000 principal amount of 10 5/8% notes tendered.

The considerations were determined on May 26.

For the 10¾% notes, the price per $1,000 principal amount was based on the present value of the $1,053.75 redemption price on the first call date of March 1, 2007, discounted using 50 basis points over the bid-side yield on the 3 3/8% U.S. Treasury due Feb. 28, 2007. There are $213 million of the notes outstanding.

For the 10 5/8% notes, the price per $1,000 principal amount will be based on the present value of the $1,053.13 redemption price on the first call date of Nov. 15, 2010, discounted using 50 basis points over the bid-side yield on the 4½% U.S. Treasury due Nov. 15, 2010. There are $152 million of the notes outstanding.

The considerations include a $30.00 consent payment per $1,000 principal amount of notes for those who tendered before 5 p.m. ET on May 25, the consent deadline.

Doane Pet Care will also pay accrued interest up to but excluding the settlement date.

The Nashville, Tenn., maker of dry pet food said it is carrying out the tender as part of its acquisition by Mars, Inc.

The proposed amendments will eliminate most of the restrictive covenants in the indentures governing the notes.

Each of the tender offers is subject to the closing of the acquisition and the receipt of consents from holders of a majority of that series of notes.

Lehman Brothers is lead dealer manager and lead solicitation agent (800 438-3242 or 212 528-7581). CIBC World Markets Corp. and Harris Nesbitt Corp. are co-dealer managers and co-solicitation agents. D. F. King & Co., Inc. is tender agent and information agent (800 487-4870 or 212 269-5550).


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