CINCINNATI — Chiquita Brands International, Inc. (NYSE: CQB) today announced the results to date and the amendment of certain terms of its previously announced offer to purchase (the "Offer") its 8 7/8% Senior Notes due 2015 (CUSIP No. 170032AS5) (the "Notes"). The Offer is made pursuant to the terms of an Offer to Purchase dated June 27, 2011 (the "Offer to Purchase"). As of 5:00 p.m., New York City time, on July 11, 2011, the Company received tenders from holders of $131 million (74 percent) principal amount of the approximately $177 million aggregate principal amount of the outstanding Notes.
In addition, the Company has increased the maximum aggregate principal amount of Notes to be accepted for purchase from $100 million to any and all of its approximately $177 million aggregate principal amount of Notes outstanding, and has elected to extend the early tender deadline (the "Early Tender Deadline") to the expiration date, 8:00 a.m., New York City time, on July 26, 2011 (the "Expiration Date"). All holders who validly tender their Notes prior to the Early Tender Deadline are 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 Company currently expects to make payments with respect to any Notes accepted for purchase as soon as practicable following the satisfaction or waiver of the conditions specified in the Offer to Purchase. The Company also currently expects to conduct an early settlement on or about July 22, 2011 (the "Early Settlement Date") and accept for payment any Notes validly tendered as of 5:00 p.m. on the business day before the Early Settlement Date subject to the satisfaction or waiver of the conditions specified in the Offer to Purchase.
Except as set forth herein, the terms and conditions of the Offer remain unchanged, including the withdrawal rights deadline which was 5:00 p.m., New York City time, on July 11, 2011. As a result, any Notes tendered may no longer be withdrawn, except where required by law.
The Company expects to fund the Offer in part by net proceeds from a new senior secured credit facility, along with available cash. 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 available cash are sufficient to pay the total consideration for the tender of all aggregate principal amount of Notes plus accrued interest and 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.
As previously disclosed, the Notes are currently subject to redemption and the Company is also contemplating issuing a notice of redemption pursuant to the indenture governing the Notes after the Early Settlement Date for any and all of the Notes that remain outstanding after the Offer, although it has no obligation to do so.
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.
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 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.
FORWARD-LOOKING STATEMENTS
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.
Source: Chiquita Brands International, Inc.