Premium Standard extends tender for 9¼% notes

New York, May 3 - PSF Group Holdings, Inc. said its Premium Standard Farms, Inc. subsidiary has extended its tender offer for its $175 million principal amount of 9¼% senior notes due 2011.

The tender will now end at midnight ET on May 5 instead of midnight ET on May 3.

At the previous announcement on April 21, Premium Standard said it had received the necessary consents to amend its $175 million principal amount of 9¼% senior notes due 2011.

By the consent deadline of 5 p.m. ET on April 21, approval had been received from holders of $173 million or 98.86% of the notes.

Premium Standard said it executed a supplemental indenture but it will not become effective until the company buys the notes.

At its announcement on April 19, Premium Standard increased the payment in its cash tender offer and consent solicitation for the notes and fixed the amount on offer.

As amended, pricing was based on a spread of 50 basis points over the reference security instead of 75 basis points.

Using the new spread, Premium Standard announced that the offer price is $1,102.67 per $1,000 principal amount, including the $40.00 consent payment.

Premium Standard also extended the consent deadline to 5 p.m. ET on April 21 instead of 5 p.m. ET on April 19.

As announced on April 6, for each $1,000 principal amount of notes, Premium Standard is offering a price that will give a yield to the notes' first call date of June 15, 2006 of 50 basis points (reduced from 75 basis points) over the yield at 2 p.m. ET on the 10th business day before expiration of the 2.5% U.S. Treasury note due May 31, 2006. The total includes a $40.00 consent payment that will only be paid to holders who tender and deliver consents by the consent deadline.

Premium Standard will also pay accrued interest up to but excluding the settlement date.

The Kansas City, Mo., provider of pork products said the offer is subject to conditions including the receipt of consents from holders of at least a majority of the notes by the consent deadline, the receipt of tenders by the expiration of at least a majority of the notes and new debt financing.

Morgan Stanley is dealer manager and solicitation agent (800 624-1808 or call collect 212 761-1941, attention: Francesco Cipollone). D.F. King & Co., Inc. is the information agent (800 714-3313 or call collect 212 269-5550).

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