THL starts tender for Michael Foods' 11¾% notes

New York, Oct. 20 - THL Food Products Co. said it has begun a cash tender offer and consent solicitation for Michael Foods, Inc.'s $200 million 11¾% senior subordinated notes due 2011.

The offer is in connection with the previously announced acquisition of Michael Foods by THL Food Products Holding Co., THL Food Products Co. and senior management of the company.

The purchase price to be paid for each $1,000 principal amount of notes validly tendered will be based on a fixed spread of 75 basis points over the yield on the pricing date of the 6 7/8% U.S. Treasury Note due May 15, 2006 less the consent payment. THL will also pay accrued interest up to but not including the date of payment.

The pricing date will be Nov. 3 unless the offer is extended by the purchasers by 10 or more business days, in which case the pricing date will be ninth business day prior to the expiration date.

THL is also soliciting consents to amendments to eliminate substantially all of the restrictive covenants in the indenture governing the notes. The consent payment of $30.00 per $1,000 principal amount of notes will be paid to holders who validly tender deliver consents by 5.00 p.m. ET on Oct. 31, unless extended.

Holders may not tender their notes without delivering consents or deliver consents without tendering their notes.

The tender will expire at 11.59 p.m. ET on Nov. 17, unless extended or earlier terminated.

Tendered notes may not be withdrawn and consents may not be revoked after the consent date, except in limited circumstances.

The offer is subject to certain conditions including completion of the acquisition and the receipt of consents from holders representing a majority in principal amount of the outstanding notes.

The dealer manager and solicitation agent is Banc of America Securities LLC (Contact High Yield Special Products at 888 292-0070 or collect at 704 388-4813. The information agent is Georgeson Shareholder Communications, Inc. (888 549-6613 or collect at 212 440-9800).

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