Blue Merger Sub starts tender offer for Del Monte 6 ¾% and 7 ½% notes

New York, Jan. 19 - Blue Merger Sub Inc. said it has begun tender offers and consent solicitations for the $250 million 6¾% senior subordinated notes due 2015 and $450 million 7½% senior subordinated notes due 2019 issued by Del Monte Foods Co.'s Del Monte Corp. subsidiary.

The offers are part of the planned acquisition of Del Monte by Kohlberg Kravis Roberts & Co. LP, Vestar Capital Partners V, LP and Centerview Capital, LP.

The consent solicitation is to amend the note indentures to eliminate most of the restrictive covenants and certain events of default and to modify the covenant regarding consolidations and mergers. Consents are needed from holders of a majority of each series of notes.

The consent deadline is 5 p.m. ET on Feb. 1 and the tender will end at 8 a.m. ET on Feb. 16.

Blue Merger is offering $1,025 per $1,000 principal amount for 6¾% notes tendered before the consent deadline.

For the 7½% notes, the payment will be calculated as the present value of the $1,037.50 redemption price on Oct. 15, 2014 plus accrued interest up to but excluding the redemption date, discounted using 50 basis points over the yield to maturity of the 2 3/8% U.S. Treasury Note due Sept. 30, 2014 as of 2 p.m. ET on a date at least 10 business days before the expiration, less accrued interest up to but excluding the settlement date of the offer.

In both cases, the amount includes a $30 per $1,000 consent payment that will only be paid to holders who tender by the consent deadline.

Blue Merger will also pay accrued interest up to but excluding the settlement date.

Holders cannot tender without delivering consents or deliver consents without tendering.

Completion of the tender is subject to the acquisition of Del Monte having closed, the receipt of the necessary consents and other conditions.

The dealer managers and solicitation agents are BofA Merrill Lynch (888 292-0070 or call collect 980 388-9217), Morgan Stanley (800 624-1808 or call collect 212 761-0858), J.P. Morgan (800 245-8812 or call collect 212 270-1200), Barclays Capital (800 438-3242 or call collect 212 528-7581) and KKR Capital Markets LLC (call collect 212 230-9433).

Global Bondholder Services Corp. is the depositary and information agent (866 952-2200, banks and brokers may call collect 212 430-3774).

Del Monte is a San Francisco-based branded pet and consumer products company.

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