Simmons wraps offer for 10½% second-lien notes; no further tenders

By Susanna Moon

Chicago, Oct. 16 – Simmons Foods, Inc. said no additional 10½% second-lien senior secured notes due 2017 have been tendered since the early tender update.

The tender offer ended at 11:59 p.m. ET on Oct. 15. The offer began on Sept. 17.

Holders had tendered $263 million, or 83.5%, of the notes by the consent deadline of 5 p.m. ET on Sept. 30. Those notes were settled on Oct. 1.

The company also called the $51,978,000 principal amount of notes that remain outstanding for redemption on Nov. 1.

As previously announced, 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. said on Oct. 1 that they had received enough consents to amend the notes by the consent date.

The amendments became operative when the notes that were tendered by the consent date were accepted for payment and paid for on Oct. 1.

The amendments 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 amendments required 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 could not tender their notes without delivering consents or vice versa.

The company paid $1,058.75 for each $1,000 principal amount of notes tendered by the consent date. The total amount included a consent payment of $30.00 per $1,000 of notes.

Holders who tendered after the consent date would have received $1,028.75 for each $1,000 principal amount of notes.

The company also paid accrued interest up to but excluding the payment date.

The tender offer and consent solicitation were conditioned on the completion of a debt financing, the receipt of the required 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 company priced $415 million of seven-year second-lien senior secured notes (Caa1/CCC+/) at par to yield 7 7/8% on Sept. 18 with settlement on Oct. 1.

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

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

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