Church & Dwight gets consents from majority of 9½% noteholders, sets tender offer price

New York, Dec. 7 - Church & Dwight said it received consents to proposed indenture changes from the holders of more than a majority of its outstanding 9½% senior subordinated notes as part of its previously announced tender offer for the notes.

The company and the notes' trustee have executed and delivered a supplemental indenture incorporating the amendments, although it will not become operative unless the notes are accepted for purchase.

The company also said that it had set total consideration to be paid for the notes at $1,086.80 per $1,000 principal amount, including, where applicable, the $30 per $1,000 principal amount consent payment. Tendering noteholders would also receive accrued and unpaid interest.

The underlying tender offer meantime continues and is scheduled to expire on Dec. 21, subject to possible extension.

As previously announced, Church & Dwight, a Princeton, N.J.-based household products company, said on Nov. 22 that it had begun a cash tender offer for any and all of the 9½% notes, which were originally issued by Armkel LLC and Armkel Finance Inc., and was also soliciting noteholder consents to proposed amendments that would eliminate substantially all of the restrictive covenants in the notes' indenture and certain other provisions.

The company set a now-expired consent deadline of 5 p.m. ET on Dec. 6 and said the offer would expire at 5 p.m. ET on Dec. 21. The price Church & Dwight would offer for the notes would be set at 2 p.m. ET on Dec. 6, with all deadlines subject to possible extension.

The company said it would set the price for the notes using a formula based on a 75 basis point fixed spread over the yield of the reference security, the 6½% U.S. Treasury note due Aug. 15, 2005.

It said that the total consideration per $1,000 principal amount of notes tendered by the later of the consent deadline or the date the company would receive sufficient consents needed to enact the proposed amendments, would be equal to the present value of the notes on the initial payment date of $1,047.50, the redemption price for the notes on the first call date of Aug. 15, 2005, plus the present value of the interest that would accrue from the initial payment date until the earliest redemption date, in each case determined based on the fixed spread over the yield on the price determination date of the reference security.

Holders tendering their notes by the consent deadline and so consenting to the proposed amendments would also receive a $30 per $1,000 principal amount consent payment, while holders tendering after the consent deadline would not. All tendering holders would also receive accrued and unpaid interest from the last interest payment date to the initial payment date.

Church & Dwight said that holders could not tender their notes without also delivering consents and could not deliver consents without also tendering.

The company said it would finance the tender offer with the proceeds from a $175 million offering of senior subordinated notes, together with other available funds.

It said the tender offer would be subject to the satisfaction of certain conditions, including a financing condition, a requisite noteholder consent condition, a senior credit facility lender consent condition, and other conditions.

J.P. Morgan Securities Inc. is the dealer manager and the solicitation agent (contact Lenny Carey collect at 212 270-9769). D.F. King & Co. Inc. is the information agent (800 487-4870 or call collect at 212 269-5550).

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