Refinancing Includes Proposed New Term Loan and Tender Offer for a Portion of its 8 7/8% Senior Notes due 2015
Chiquita Brands International, Inc. (NYSE: CQB) today announced that it has commenced a refinancing of a portion of its existing indebtedness, including its 8 7/8% Senior Notes due 2015 and existing Senior Credit Facility. As part of the refinancing, the company has commenced a cash tender offer (the “Offer”) for $100 million of approximately $177 million outstanding aggregate principal amount of its 8 7/8% Senior Notes due 2015 (CUSIP No. 170032AS5) (the “Notes”). The terms of the Offer are described in the Offer to Purchase, dated June 27, 2011 (the “Offer to Purchase”), and a related Letter of Transmittal (the “Letter of Transmittal”), which are being sent to holders of Notes.
The Offer is being conducted in connection with the company’s efforts to enter into a new senior credit facility which is expected provide for a new $250 million term loan and a $150 million revolving credit facility to replace its existing revolving line of credit. The net proceeds from the new term loan will be used to refinance the approximately $155 million that will then be outstanding under the company’s current term loan and to fund, together with available cash, the purchase of the tendered Notes that are accepted for purchase pursuant to the Offer.
Holders must validly tender and not validly withdraw their Notes prior to the early tender deadline of 5:00 p.m., New York City time, on July 11, 2011, unless extended (the “Early Tender Deadline”), in order to be eligible to receive the “Total Consideration.” The Total Consideration will equal $1,033.33 per $1,000 principal amount of Notes, which includes an early tender payment of $10 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes.
The Offer expires at 8:00 a.m., New York City time, on July 26, 2011 unless extended (the “Expiration Date”). Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Date shall be eligible to receive the “Tender Offer Consideration” equal to $1,023.33 per $1,000 principal amount of Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes. Holders of Notes tendered after the Early Tender Deadline will not be eligible to receive the early tender payment.
The Early Tender Deadline and the Expiration Date may be extended, and the company may withdraw or not complete the Offer. Except in certain circumstances, Notes tendered may not be withdrawn after 5:00 p.m., New York City time, on July 11, 2011.
The aggregate principal amount of Notes purchased in the Offer will be subject to proration and other terms set forth in the Offer to Purchase. If the aggregate principal amount of Notes tendered exceeds $100 million, the sum of each holder’s validly tendered Notes accepted for purchase will be determined by multiplying each holder’s tender by the proration factor, and rounding the product to the nearest $1,000. The proration factor will be determined by the company as soon as practicable after the Expiration Date and announced by press release or other permitted means.
The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, the receipt by the company of net proceeds from one or more debt financings, which may include the new senior secured credit facility, that together with $12 million of available cash are sufficient to pay the total consideration (including the early tender payment) for the tender of at least $100 million aggregate principal amount of Notes plus estimated fees and expenses relating to the Offer.
The company’s obligations to accept any Notes tendered and to pay the consideration for them are set forth solely in the Offer to Purchase and the Letter of Transmittal. There can be no assurance that the company will consummate one or more new debt financings or that the proceeds therefrom, when combined with the company’s other available funds, will be sufficient to pay the total consideration in connection with the Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase and the Letter of Transmittal. Subject to applicable law, the company may amend, extend, waive conditions to or terminate the Offer, including to increase the principal amount of Notes it may accept.
The Company has engaged BofA Merrill Lynch and Barclays Capital as the dealer managers for the Offer. Persons with questions regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-9217 (collect) or Barclays Capital at (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Requests for copies of the Offer to Purchase or other tender offer materials may be directed to Global Bondholder Services Corporation, the information agent for the tender offer, at 866-873-7700 (toll-free) or 212-430-3774 (banks and brokers).
About Chiquita Brands International, Inc.
Chiquita Brands International, Inc. (NYSE: CQB) is a leading international marketer and distributor of high-quality fresh and value-added food products – from energy-rich bananas and other fruits to nutritious blends of convenient green salads. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs more than 21,000 people and has operations in nearly 70 countries worldwide. For more information, please visit our corporate web site at www.chiquitabrands.com.
This press release contains certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including the customary risks experienced by global food companies, such as prices for fuel and other commodity inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting us or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; access to, and cost of, financing; the outcome of pending litigation and governmental investigations involving us, as well as the legal fees and other costs incurred in connection with such items; the Company’s ability to consummate the refinancing of its credit agreement; and other factors disclosed in our reports filed with the Securities and Exchange Commission (“SEC”).
Any forward-looking statements made in this press release speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the company undertakes no obligation to update any such statements. Additional information on factors that could influence Chiquita’s financial results is included in its SEC filings, including its Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
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