Pinnacle Foods tenders for 8¼% notes

By Jennifer Chiou

New York, March 8 - Pinnacle Foods Group Inc. announced the start of a cash tender offer for any and all of its 8¼% senior subordinated notes due 2013.

The tender and related consent solicitation are being made in connection with the previously announced agreement by Peak Acquisition Corp., an affiliate of The Blackstone Group, to merge with and into Crunch Holding Corp., which owns all of the issued and outstanding capital stock of Pinnacle Foods.

The offer ends at midnight ET on April 5. The consent deadline is 5 p.m. ET on March 21.

The Cherry Hill, N.J., manufacturer, marketer and distributor of branded food products is soliciting consents to proposed amendments to the indenture to eliminate substantially all restrictive covenants and certain events of default, amend certain provisions of covenants relating to the merger and consolidation of Pinnacle Foods and certain of its subsidiaries and make changes to certain terms of the defeasance and discharge provisions.

For each $1,000 principal amount, the company said it will pay the present value of $1,041.25, the redemption amount of the notes on Dec. 1, 2008 - the notes' first call date - discounted using the 4.75% Treasury due Dec. 31, 2008 and 50 basis points.

The payout includes a consent payment of $30.00 for those who tender by the early deadline.

Pricing will be determined at 11 a.m. ET on March 22.

The tender is conditioned on consents from a majority of noteholders and the merger completion.

Lehman Brothers Inc. is the dealer manager and solicitation agent (800 438-3242 or call collect 212 528-7581). Global Bondholder Services Corp. is the information agent (call collect 212 430-3774 or 866 924-2200).

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