Simmons Foods begins tender offer for 10˝% second-lien notes

By Angela McDaniels

Tacoma, Wash., Sept. 17 – Simmons Foods, Inc., Simmons Prepared Foods, Inc., Simmons Pet Food, Inc., Simmons Feed Ingredients, Inc., Simmons Custom Processing, Inc., Simmons Energy Solutions, Inc. and Pro*Cal, Inc. (collectively “Simmons”) began a cash tender offer for their $315 million of 10˝% second-lien senior secured notes due 2017, according to a company news release.

Simmons is also soliciting consents to some proposed amendments to the indenture governing the notes that would, among other things, eliminate a significant portion of the restrictive covenants, eliminate some events of default, release all of the collateral and amend the number of days prior to any redemption date that Simmons must send a notice of redemption.

The adoption of the proposed amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the notes or, in the case of the amendment to release all of the collateral, of at least two-thirds of the outstanding notes.

Holders may not tender their notes without delivering consents or vice versa.

The tender offer will expire at 11:59 p.m. ET on Oct. 15.

The company will pay $1,058.75 for each $1,000 principal amount of notes. This includes a consent payment of $30.00 for each note tendered by 5 p.m. ET on Sept. 30, the consent date.

Holders will also receive accrued interest up to but excluding the applicable payment date.

Simmons has reserved the right, at any time following the consent date but prior to the expiration date, to accept for purchase all notes tendered through that point. If the company exercises this option, it expects the early settlement date to be Oct. 1.

The tender offer and consent solicitation are subject to the completion of a debt financing transaction by Simmons, the receipt of the requisite consents and the supplemental indenture implementing the proposed amendments being executed and delivered (other than the proposed amendments relating to the release of the collateral).

The dealer manager and solicitation agent is Wells Fargo Securities, LLC (704 410-4760 or 866 309-6316). The tender agent and information agent is D.F. King & Co., Inc. (800 431-9645 or, for banks or brokers, 212 269-5550).

Simmons is a vertically integrated poultry processors based in Siloam Springs, Ark.

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