Pierre buys $110.2 million notes in tender

New York, June 30 - Pierre Holding Corp. said its Pierre Merger Corp. subsidiary completed its tender offer for the 10¾% senior notes due 2006 of Pierre Foods Inc., buying all $110.2 million of the notes tendered or 95.8% of the $115 million outstanding.

At its last announcement on June 28, Pierre extended the deadline in its tender offer to 9 a.m. ET June 30 from midnight ET June 28.

By late in the day on June 28, Pierre had received tenders of $110.2 million or 95.8% of the outstanding $115 million principal amount of the notes.

In its last announcement on June 14, Pierre Holding said Pierre Merger received tenders of $106.3 million or 92.5% of the outstanding $115 million principal amount of notes before the consent deadline.

As a result, the necessary consents to amend the indenture have been received. However they will not become operative until the notes are accepted for payment, which will occur on the same date that Pierre Holding's acquisition of PF Management Inc., the parent of Pierre Foods Inc., is consummated.

On June 2 Pierre Holding said that its wholly owned Pierre Merger Corp. subsidiary had begun a cash tender offer for all $115 million of outstanding 10¾% notes due 2006 issued by Pierre Foods Inc. and is also soliciting noteholder consents to proposed changes in the notes' indenture which will, among other things, eliminate substantially all of the restrictive covenants and certain events of default provisions in the indenture.

Pierre set a consent deadline of 5 p.m. ET June 14 and said the tender offer would expire at midnight ET June 28, with both deadlines subject to possible extension.

The tender offer is being conducted in connection with the previously announced acquisition of Pierre Foods - a Cincinnati-based food processing company formerly known as Fresh Foods Inc. - which is being bought by Pierre Holding Corp. via Pierre Merger Corp., both of which are newly formed investment entities controlled by Madison Dearborn Partners LLC.

Pierre said noteholders tendering their notes by the consent deadline (and thus, consenting to the proposed indenture changes) would receive total consideration of $1,003.75 per $1,000 principal amount of notes tendered and accepted for purchase. The total consideration includes a consent payment of $30 per $1,000 principal amount.

Noteholders tendering after the consent deadline will receive tender offer consideration of $973.75 per $1,000 principal amount but will not receive the consent payment. All tendering noteholders will also be paid accrued and unpaid interest up to but not including the date of payment for the notes.

Holders tendering their notes will be deemed to have consented to the proposed indenture amendments. Tendered notes may not be withdrawn and consents may not be revoked after the consent deadline except as required by law.

The offer is conditioned upon the consummation of the acquisition by Madison Dearborn and the receipt of consents of holders representing a majority in principal amount of the outstanding notes.

Banc of America Securities LLC (call High Yield Special Products at 888 292-0070 or at 704 388-4813) and Wachovia Securities (contact the Liability Management Group at 866 309-6316 or at 704 715-8341) were dealer managers and solicitation agents. Global Bondholder Services was the information agent (866 612-1500 or 212 430-3774).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.