American Seafoods again extends tender for 10 1/8% notes

New York, July 28 - American Seafoods Group LLC (B3/B) and American Seafoods Finance Inc. said they have again extended their cash tender offer to purchase any and all of their outstanding 10 1/8% senior subordinated notes due 2010 to 5 p.m. ET on Aug. 10 from 5 p.m. ET on July 27.

As the company has said on several prior occasions, all of the $175 million of outstanding notes had been tendered under terms of the offer by the old deadline.

As previously announced, American Seafoods, a Seattle-based harvester and processor of fish products, began the tender offer on Sept. 15, 2003 as well as a related solicitation of noteholder consents to indenture changes aimed at eliminating substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions.

The company set a consent deadline, which expired as scheduled at 5 p.m. ET on Sept. 26, without extension; as of the deadline, the company had received the tender of $174.93 million principal amount of the notes, more than the amount of consents needed to approve the indenture amendments (the remaining notes were all tendered by Oct. 23). It initially said the tender offer would expire at midnight ET on Oct. 10, although this expiration date was subsequently extended a number of times.

After having initially said the price it would offer for the notes would be set on Sept. 29, using a formula based on the yield on a reference security at the pricing deadline, the company said on Sept. 24 that it had set higher total consideration and tender consideration figures, based on negotiations with a representative of its majority noteholders.

The company said holders tendering their notes and delivering their consents by the consent deadline would receive total consideration of $1,200 per $1,000 principal amount of notes tendered and accepted for purchase, including a $30 per $1,000 principal amount consent fee. Holders tendering after the consent deadline would receive consideration of $1,170 per $1,000 principal amount, but no consent payment. All tendering noteholders would also receive accrued interest up to but not including the payment date.

The company said holders tendering notes would have to consent to the amendments and vice versa. Tendered notes could be withdrawn and related consents revoked up to the consent expiration date, but not after that.

Upon the expiration of the consent solicitation, a supplemental indenture incorporating the desired changes was executed by American Seafoods Group LLC and American Seafoods Finance Inc., the guarantors of the securities, and Wells Fargo Bank Minnesota NA, as trustee. The amendments will become operative when the notes are accepted for purchase and the company pays for them.

The company said completion of the tender offer would be subject to certain conditions, including completion of financing transactions contemplated by its S-1 registration statement and subsequent amendments filed with the Securities and Exchange Commission (most recently on July 20); among the transactions, notably is a planned initial public offering. It would also be subject to the now-fulfilled conditions of receipt of consents to the proposed indenture changes and the execution of the related consents in the offer.

Credit Suisse First Boston LLC is the dealer manager for the offer and the solicitation agent for the solicitation (800 820-1653). MacKenzie Partners Inc. is the information agent (212 929-5500), and Wells Fargo Bank Minnesota NA is the depositary.

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