Playtex begins tender offers, consent solicitations for 8%, 9 3/8% notes

By Angela McDaniels

Seattle, Sept. 5 - Playtex Products, Inc. said it began tender offers for its $290.21 million outstanding 8% senior secured notes due 2011 and $288.72 million outstanding 9 3/8% senior subordinated notes due 2011.

The company is also soliciting consent to eliminate substantially all of the restrictive covenants in the note indentures, according to a news release.

The consent deadline is 5 p.m. ET on Sept. 19, and the tender offer will expire at 5 p.m. ET on Oct. 3.

The total payout for the 8% notes will equal the sum of the present value of $1,040 on March 1, 2008 - the first call date - plus the present value of the interest accrued to the first call date, in each case discounted based on the yield on the 4 5/8% U.S. Treasury notes due Feb. 29, 2008 plus 50 basis points and minus accrued interest up to but excluding the payment date.

For each $1,000 principal amount at maturity of the 9 3/8% notes, Playtex will pay $1,033.75.

For both series of notes, the payout includes a consent payment of $30 for each $1,000 principal amount of notes tendered by the consent deadline.

The company will also pay accrued interest up to but excluding the payment date.

For each series of notes, the tender offer is conditioned on the receipt of consents from holders of at least a majority of those notes.

The offers are also conditioned on the closing of the company's proposed merger with Energizer Holdings, Inc., which was announced on July 13. Energizer is buying Playtex for $18.30 per share in cash plus the assumption of Playtex debt. The total enterprise value of the transaction is $1.9 billion.

Banc of America Securities LLC (888 292-0070 or 704 388-9217) is the dealer manager and solicitation agent for the tender offers, and Global Bondholder Services Corp. (866 470-4300) is the information agent.

Playtex is a Westport, Conn.-based manufacturer and marketer in the skin, feminine and infant care industries.

Energizer is a St. Louis-based manufacturer of batteries and flashlights, a provider of portable power and, through a subsidiary, a manufacturer of wet shave products.

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