Chiquita tenders for 10.56% notes

New York, Sept. 14 - Chiquita Brands International Inc. (B2/B-) said it has begun a cash tender offer for any and all of its outstanding $250 million of 10.56% senior notes due 2009 and is also soliciting noteholder consents to proposed changes in the bonds' indenture.

The company established a consent deadline of midnight ET on Sept. 27 and said that the tender offer would expire at midnight ET on Oct. 12, with both deadlines subject to possible extension.

Chiquita, a Cincinnati-based producer, importer and processor of bananas and other fresh produce, said that it would pay a purchase price for tendered bonds of $1,069.56 per $1,000 principal amount of notes validly tendered and accepted by the company for payment, plus accrued and unpaid interest up to but excluding the applicable settlement date.

The company will additionally pay holders tendering their notes by the consent deadline and thus, providing consent for the proposed indenture changes (which would eliminate substantially all of the restrictive covenants included in the notes' indenture) a consent fee of $20 per $1,000 principal amount; holders tendering after the consent deadline but before the offer expiration would only receive the purchase price, plus interest.

Chiquita and the notes' trustee will execute a supplemental indenture incorporating the proposed amendments when the company receives the required amount of consents from its noteholders. Consummation of the tender offer and consent solicitation is subject to market and other conditions outlined in the official offer to purchase and consent statement issued by Chiquita, including the receipt by the company of consents of noteholders representing a majority of the outstanding principal amount of the notes.

Tendered notes may not be withdrawn and consents may not be revoked after the consent date, except in limited circumstances.

Morgan Stanley & Co. Inc. is dealer manager and solicitation agent for the tender offer and consent solicitation. MacKenzie Partners Inc. is the information agent for the offer (call collect at 212 929-5500 or 800 322-2885).

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