Published: February 01, 2011
Blue Merger Sub Inc. Announces Receipt of Requisite Consents and the Extension of the Consent Payment Deadline and Sets the Pricing for the 2019 Notes in connection with Previously Announced Tender Offers for Del Monte Corporation Notes
NEW YORK - (BUSINESS WIRE) - Blue Merger Sub Inc. (the "Company" ), an entity affiliated with Kohlberg
Kravis Roberts & Co. L.P., Vestar Capital Partners V, L.P. and
Centerview Capital, L.P., announced today that in connection with the
previously announced tender offers and consent solicitations (the
"Offers" and "Consent Solicitations" ) by the Company, that holders of
approximately 96.58% of the 2015 Notes (as defined below) and holders of
approximately 97.54% of the 2019 Notes tendered their notes in the
Offers on or prior to February 1, 2011. The Company also announced that
it has extended the Consent Payment Deadline from 5:00 p.m., New York
City time, on February 1, 2011 to 5:00 p.m., New York City time, on
February 4, 2011. The Company further announced that withdrawal rights
in the Offers expired on February 1, 2011 at 5:00 p.m., New York City
time. As a result of the extension of the Consent Payment Deadline,
Holders who validly tender their Notes (as defined below) and provide
their consents to the Proposed Amendments to the respective series of
Notes before the extended Consent Payment Deadline will be eligible to
receive the Total Consideration. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms
in the Statement (as defined below).
The following table shows the amount of Notes validly tendered and not
validly withdrawn, by series, as of 5:00 p.m., New York City time, on
February 1, 2011, the previous Consent Payment Deadline:
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Title of Security
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Outstanding Principal Amount(1)
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Principal Amount
Tendered as of 5:00
p.m. on February 1,
2011
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Percentage of
Outstanding Notes
Tendered
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Total Consideration(2)
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6¾% Senior Subordinated Notes due 2015
issued by Del Monte Corporation
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$250,000,000
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$241,462,000
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96.58%
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$1,025.00
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7½% Senior Subordinated Notes due 2019
issued by Del Monte Corporation
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$450,000,000
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$438,952,000
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97.54%
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$1,235.45
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(1) As of February 1, 2011.
(2) Per $1,000 principal amount and
includes but not in addition to the applicable Consent Payment.
As previously announced, the Company will, subject to satisfaction of
the conditions of each Tender Offer, purchase for cash (i) any and all
of the outstanding 6¾% Senior Subordinated Notes due 2015 (the "2015
Notes" ) issued by Del Monte Corporation (the "Issuer" ) and (ii) any and
all of the outstanding 7½% Senior Subordinated Notes due 2019 (the "2019
Notes" and, together with the 2015 Notes, the "Notes" ) issued by the
Issuer. Del Monte Corporation is a wholly-owned subsidiary of Del Monte
Foods Company. The Offers and Consent Solicitations were made in
connection with the Company's proposed merger (the "Merger" ) with and
into Del Monte Foods Company. The Merger is not conditioned upon the
receipt of the Requisite Consents to adopt the Proposed Amendments.
The Company also announced that it has received consents (coupled with
tenders) from holders of a majority in principal amount of each series
of Notes to cause the adoption of the proposed amendments to the
respective series of Notes. Supplemental indentures effecting the
proposed amendments have been executed but such proposed amendments will
only become operative immediately prior to the first acceptance for
payment of all Notes of such series that are validly tendered (and not
previously withdrawn).
Each Tender Offer will expire at 8:00 a.m., New York City time, on
February 16, 2011, unless extended or earlier terminated (with respect
to each Tender Offer, the "Expiration Date" ). Holders of Notes who have
not already tendered their Notes may do so at any time on or prior to
8:00 a.m., New York City time, on February 16, 2011, but Holders who
tender their Notes after the extended Consent Payment Deadline will only
be eligible to receive the applicable tender offer consideration, which
is an amount, paid in cash, equal to the applicable total consideration
less the applicable consent payment, for their Notes. The Total
Consideration of $1,235.45 per $1,000 principal amount of 2019 Notes
validly tendered on or before February 1, 2011 was calculated based on
the present value on the Payment Date of the sum of the Redemption Price
on the Redemption Date plus interest payments to, but not including, the
Redemption Date, determined using a discount factor equal to the yield
on February 1, 2011 of the Reference Security plus a fixed spread of 50
basis points. The Reference Yield and the Offer Yield, as such terms are
used in the Offer to Purchase and Consent Solicitation Statement, are
1.321% and 1.821%, respectively.
The Offers and Consent Solicitations relating to the Notes are being
made upon the terms and conditions set forth in the Offer to Purchase
and Consent Solicitation Statement dated January 19, 2011 (the
"Statement" ) and the related Consent and Letter of Transmittal (the
"Consent and Letter of Transmittal" ). Further details about the terms
and conditions of the Offers and Consent Solicitations are set forth in
the Statement and Consent and Letter of Transmittal.
The Company reserves the right, in its sole discretion, to further
modify the terms of either of the Offers, or to waive or modify any one
or more of the conditions thereto, in whole or in part, at any time on
or before the Expiration Date of such Tender Offer.
The Offers and Consent Solicitations are being made pursuant to the
Statement and Consent and Letter of Transmittal, which more fully set
forth the terms of the Offers and Consent Solicitations.
The dealer managers for the Offers and solicitation agents for the
Consent Solicitations are BofA Merrill Lynch ((888) 292-0070
(toll-free), (980) 388-9217 (collect)), Morgan Stanley ((800) 624-1808
(toll-free), (212) 761-0858 (collect)), J.P. Morgan ((800) 245-8812
(toll-free), (212) 270-1200 (collect)), Barclays Capital ((800) 438-3242
(toll-free), (212) 528-7581 (collect)) and KKR Capital Markets LLC
((212) 230-9433 (collect)). The depositary and information agent for the
Offers and Consent Solicitations is Global Bondholder Services
Corporation.
Noteholders with questions or who would like additional copies of the
offer documents may call the information agent, Global Bondholder
Services Corporation, toll-free at (866) 952-2200. (Banks and brokers
may call collect at (212) 430-3774.)
This announcement is not an offer to purchase or solicitation of an
offer to purchase or a solicitation of tenders or consents with respect
to any Notes.
This news release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell the
6¾% Senior Subordinated Notes due 2015 or the 7½% Senior Subordinated
Notes due 2019. The Offers and the Consent Solicitations are being made
only pursuant to the Offer to Purchase and related Letter of Transmittal
and Consent that the Company will be distributing to noteholders
promptly. Noteholders should read carefully the Offer to Purchase and
related Letter of Transmittal and Consent because they contain important
information, including the various terms of and conditions to the Offers
and the Consent Solicitations. None of the Company, Del Monte Foods
Company, Del Monte Corporation, the dealer managers, the solicitation
agents, the depositary, the information agent or their respective
affiliates is making any recommendation as to whether or not noteholders
should tender all or any portion of their Notes in the tender offers or
deliver their consents in the Consent Solicitations.
Forward-Looking Statements
This news release may contain forward-looking statements. All statements
other than statements of historical fact are, or may be deemed to be,
forward-looking statements. Words such as "anticipates," "expects,"
"intends," "goals," "plans," "believes," "continues," "may," "will," and
variations of such words and similar expressions are intended to
identify such forward-looking statements. The forward-looking statements
reflect the Company's current expectations, and they involve known and
unknown risks, uncertainties and other factors that are difficult to
predict and may cause its actual results, performance or achievements to
be materially different from any future results, performance and
achievements expressed or implied by these statements. These risks,
uncertainties and other factors include, among others: economic
conditions generally; conditions in the credit markets and changes in
interest rates; and the Company's ability to complete planned
transactions, including, without limitation, the Merger. Forward-looking
statements contained in this news release speak only as of the date of
this news release, and the Company undertakes no obligation to update
these forward-looking statements to reflect subsequent events or
circumstances.

For Blue Merger Sub Inc.
Diana Postemsky, 212-521-4805
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