Pinnacle Foods prices tender consideration, gets necessary consents for 8¼% notes

By Jennifer Chiou

New York, March 23 - Pinnacle Foods Group Inc. announced that it received tenders from holders of $393.33 million, or 99.83%, of its 8¼% senior subordinated notes due 2013, enough to amend the indenture.

The tender and related consent solicitation are being made in connection with the previously announced agreement by Peak Acquisition Corp., an affiliate of the Blackstone Group, to merge with and into Crunch Holding Corp., which owns all of the issued and outstanding capital stock of Pinnacle Foods.

The company said it entered into a supplemental indenture.

The amendments, which will become effective immediately prior to the close of the merger, will eliminate substantially all restrictive covenants and certain events of default, amend certain provisions of covenants relating to the merger and consolidation of Pinnacle Foods and certain of its subsidiaries and make changes to certain terms of the defeasance and discharge provisions.

The tender offer ends at midnight ET on April 5. The consent deadline was 5 p.m. ET on March 21. The offer began on March 8.

For each $1,000 principal amount, the company said it will pay $1,087.55, which is the present value of $1,041.25, the redemption amount of the notes on Dec. 1, 2008 - the notes' first call date - discounted using the 4.75% Treasury due Dec. 31, 2008 and 50 basis points.

The payout includes a consent payment of $30.00 for those who tendered by the consent deadline.

Pricing was determined at 11 a.m. ET on March 22. The reference yield was 4.595%, and the tender yield was 5.095%

The tender offer is conditioned on the completion of the merger.

Lehman Brothers Inc. is the dealer manager and solicitation agent (800 438-3242 or call collect 212 528-7581). Global Bondholder Services Corp. is the information agent (call collect 212 430-3774 or 866 924-2200).

Pinnacle Foods is a Cherry Hill, N.J., manufacturer, marketer and distributor of branded food products.

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