Michael Foods investors tender all 9¾%, 8% notes by consent deadline

By Susanna Moon

Chicago, June 21 - Michael Foods Inc. and parent M-Foods Holdings, Inc. said holders tendered all of M-Foods' $150 million of 9¾% senior discounted notes due 2013 and all of Michael Foods' $154,061,000 of 8% senior subordinated notes due 2013 as of 5 p.m. ET on June 18, the consent deadline.

The companies said they received the consents required to amend the notes and will enter into a supplemental indenture to eliminate substantially all of the restrictive covenants, some affirmative covenants, events of default, conditions to legal defeasance or covenant defeasance and restrictions on the ability of the companies to merge, consolidate or sell all their assets.

The offers will end at midnight ET on July 2. They were announced on June 7.

The company previously noted that the offers were required as a result of M-Foods' agreement and plan of merger with MFI Midco Corp., MFI Acquisition Corp. and Michael Foods Investors, LLC.

The MFI companies are affiliates of GS Capital Partners, and Michaels Foods Investors is owned by investment funds affiliated with Thomas. H. Lee Partners, LP.

Under the agreement, MFI Acquisition will merge with and into M-Foods, which will continue as a wholly owned subsidiary of MFI Midco.

The companies are also running concurrent consent solicitations for proposed amendments to the indentures.

For each $1,000 principal amount, the companies will pay $1,029.17 for the 9¾% notes and $1,035 for the 8% notes, plus accrued interest. The total amount includes a fee of $15.00 per note tendered by the consent date.

As already reported, the merger is conditioned on the receipt of tenders for at least 50.1% of each series of notes.

The offers are subject to the closing of the merger, sufficient financing and tenders from holders of a majority of each notes series.

Goldman, Sachs & Co. (800 828-3182 or collect at 212 902-5183) and Bank of America Merrill Lynch (888 292-0070 or collect at 646 855-3401) are the dealer managers and solicitation agents. Global Bondholder Services Corp. is the information agent and depositary (212 430-3774 for banks and brokers or 866 294-2200).

Michael Foods is a Minnetonka, Minn.-based food processor and distributor.

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