American Seafoods again extends tender for 10 1/8% notes

New York, March 2 - American Seafoods Group LLC (B3/B) and American Seafoods Finance Inc. said they have again extended their previously announced cash tender offer to purchase any and all of their outstanding 10 1/8% senior subordinated notes due 2010 to 5 p.m. ET on March 22 from 5 p.m. ET on March 1.

As the company has said on several prior occasions, all of the outstanding notes had been tendered under terms of the offer by the old deadline.

Since the last time when the company announced an extension of the tender offer, on Jan. 12, American Seafoods subsequently, on Feb. 20, filed an amendment to the S-1 registration statement for its proposed initial public offering which it had previously filed with the Securities and Exchange Commission. As it has said on several prior occasions, American Seafoods further said again that the closing of the planned IPO and the other financing transactions contemplated by the registration statement is a condition to the consummation of the tender offer.

As previously announced, American Seafoods, a Seattle-based harvester and processor of fish products, began the tender offer on Sept. 15, as well as a related solicitation of noteholder consents to indenture changes aimed at eliminating substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions.

The company said the consent solicitation would expire at 5 p.m. ET on Sept. 26. It initially said the tender offer would expire at midnight ET on Oct. 10 (this expiration date was subsequently extended several times).

American Seafoods initially said that the price it would offer for the notes would be set at 2 p.m. ET on Sept. 29 using a formula based on the yield on the reference security, the 5 5/8% U.S. Treasury note due Feb. 15, 2006, at the pricing deadline.

On Sept. 24, American Seafoods announced higher total consideration and tender consideration figures, based on its negotiations with a noteholder claiming to represent the holders of a more than 80% of the notes, and said that those holders had agreed to tender their notes under the revised terms of the offer.

The company said it had set the total consideration that it would offer to holders tendering their notes and delivering their consents to proposed indenture changes by the consent deadline at $1,200 per $1,000 principal amount of notes. The total would include a $30 per $1,000 principal amount consent fee. Tender offer consideration for holders tendering after the consent deadline (i.e. total consideration less the consent fee) would be $1,170 per $1,000 principal amount. All tendering noteholders would also receive accrued and unpaid interest up to, but not including, the payment date.

The announced proposed price represented an increase over the estimated total consideration of $1,184.14 per $1,000 principal amount - assuming a payment date of Oct. 16 - which the company suggested holders might receive when it first announced the tender offer.

The company said that holders tendering notes before the consent deadline would be obligated to consent to the proposed amendments. Holders consenting to the proposed amendments would be required to also tender their notes and could not revoke the consent without withdrawing the previously tendered notes. It said that tendered notes could be withdrawn and related consents revoked up to the consent expiration date but not after that.

American Seafoods said on Sept. 29 that it had received the necessary number of consents to its proposed indenture changes by the Sept. 26 consent deadline, with $174.93 million of the notes having been tendered by then, along with their consents, out of $175 million outstanding - well up from the $9.93 million of the notes which had been tendered as of Sept. 23, before the company announced that it had increased the total and tender offer consideration it was offering noteholders.

Upon the expiration of the consent solicitation, a supplemental indenture incorporating the desired changes was executed by and among American Seafoods Group LLC, American Seafoods Finance Inc., the guarantors of the securities and Wells Fargo Bank Minnesota NA as trustee. The amendments are set to become operative when the notes are accepted for purchase and payment by the company.

On Oct. 24, the company said that as of Oct. 23, all of the company's existing senior subordinated notes had been validly and irrevocably tendered.

The company said completion of the tender offer would be subject to certain conditions, including completion of financing transactions contemplated by the S-1 registration statement and subsequent amendment filed with the Securities and Exchange Commission, and the now fulfilled conditions of receipt of consents to the proposed indenture changes and the execution of the related consents in the offer. It said that the consent solicitation portion of the tender offer expired as scheduled at 5 p.m. ET on Sept. 26 without supplemental indenture.

Credit Suisse First Boston LLC is the dealer manager for the offer and the solicitation agent (800 820-1653). MacKenzie Partners Inc. is the information agent (212 929-5500), and Wells Fargo Bank Minnesota NA is the depositary.

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