Swift tenders for 10 1/8%, 11%, 12½% notes and 10.25% convertibles

By Laura Lutz

Des Moines, June 8 - Swift & Co. and its affiliates S&C Holdco 3, Inc. and Swift Foods Co. are conducting tender offers and consent solicitations for all of the 10 1/8% outstanding senior notes due 2009 and 12½% senior subordinated notes due Jan. 1, 2010 of Swift & Co., 11% senior notes due 2010 of S&C Holco, and 10.25% convertible senior subordinated notes due 2010 of Swift Foods.

The companies are soliciting consents to amend the note indentures to eliminate most of the affirmative and restrictive covenants and some events of default.

The tender offers will expire at midnight ET on July 5. The consent deadline in each offer is 5 p.m. ET on June 20.

For each $1,000 principal amount of notes, the total consideration will be $1,037.13 for the 10 1/8% notes, $1,048.54 for the 12½% notes and $1,057.50 for the 11% notes.

The payouts for the non-convertible notes include a $10 per $1,000 principal amount consent payment for notes tendered before the consent deadline. Notes tendered after the deadline will not receive the consent payment.

For each $1,000 principal amount of the 10.25% convertibles, the payout will be based on the present value of the redemption price of the notes on March 12, 2009, using a discount rate based on the yield to maturity of the 4.75% U.S. Treasury due Feb. 28, 2009.

The convertible payout includes a consent payment of $30 per $1,000 principal amount.

The companies will pay accrued interest for all of the notes.

The offers are being conducted in connection with a proposed merger of Swift Foods and J&F Acquisition Co., a subsidiary of J&F Participacoes, SA.

Tenders may not be withdrawn after the consent deadline.

Settlement of the offers depends on conditions including receipt of consents from holders of a majority of each series of notes and completion of the merger.

J.P. Morgan Securities Inc. (800 245-8812 or collect 212 270-1477) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (800 290-6427 or collect 212 269-5550) is the information agent.

Swift is a beef and pork producer based in Greeley, Colo.

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