Blue Merger extends tender offer for Del Monte's 6¾% notes, 7½% notes

By Angela McDaniels

Tacoma, Wash., Feb. 16 - Blue Merger Sub Inc. extended its tender offer for Del Monte Corp.'s $250 million 6¾% senior subordinated notes due 2015 and $450 million 7½% senior subordinated notes due 2019 to 8 a.m. ET on March 8 from 8 a.m. ET on Feb. 16.

Blue Merger is an entity affiliated with Kohlberg Kravis Roberts & Co. LP, Vestar Capital Partners V, LP and Centerview Capital, LP. It plans to acquire the issuer's parent company, Del Monte Foods Corp.

Holders had tendered $241,616,000 principal amount, or 96.65%, of the 6¾% notes and $448,12,000 principal amount, or 99.58%, of the 7½% notes as of the previous expiration date, according to a news release from Blue Merger.

Because the offer was extended, the company recalculated the purchase price for the 7½% notes at 11 a.m. ET on Feb. 16.

For each $1,000 principal amount, holders will receive $1,025.00 for the 6¾% notes and $1,215.90 for the 7½% notes. These amounts include a consent payment of $30.00 per note that will only be paid to holders who tendered by the consent deadline.

The consent deadline was 5 p.m. ET on Feb. 4 for the 6¾% notes and has been extended to 5 p.m. ET on March 2 for the 7½% notes.

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

The payment for the 7½% notes was 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, less accrued interest up to but excluding the settlement date of the offer.

Before the extension, the payment for the 7½% notes was going to be $1,235.46 per $1,000 principal amount.

Blue Merger is also soliciting consents from the noteholders. As of Feb. 4, it had received enough consents to eliminate most of the restrictive covenants and some events of default in the indenture governing the notes and to modify the covenant regarding consolidations and mergers.

Consents were needed from the holders of a majority of each series of notes. Holders cannot tender without delivering consents or deliver consents without tendering their notes.

The tender offer began on Jan. 19. Its completion is subject to the completion of the acquisition of Del Monte Foods.

The dealer managers and solicitation agents are Bank of America Merrill Lynch (888 292-0070 or call collect 980 388-9217), Morgan Stanley (800 624-1808 or call collect 212 761-0858), JPMorgan (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. (866 952-2200, banks and brokers may call collect 212 430-3774) is the depositary and information agent.

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

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