American Seafoods gets consents needed to amend 11½% notes

By Angela McDaniels

Seattle, March 14 - ASG Consolidated LLC (American Seafoods) said it received consents from holders of a majority of its 11½% senior discount notes due 2011 during a consent solicitation that ended on Wednesday.

In total, the company received consents from holders of $181.625 million principal amount at maturity of the notes. Accordingly, a supplement indenture to effect the proposed amendments to the note indenture has been executed.

The amendments delete the requirement that American Seafoods file periodic and current reports with the Securities and Exchange Commission. Instead, the company will be required to provide information to the trustee and noteholders and to make the information available via the internet.

The amendments also substitute a reporting obligation similar to, but more extensive than, the one required under the company's senior credit facility. American Seafoods will still be obliged to provide annual and quarterly financial information and current information via 8-K reports with the SEC.

Noteholders who submitted consents will receive a fee of $10.79 per $1,000 principal amount at maturity of notes. The consent fee equals a base fee of $10.00 multiplied by a fraction, the numerator of which is the principal amount at maturity of the notes and the denominator of which is the principal amount at maturity of the notes for which valid consents were received prior to the consent deadline.

American Seafoods said it expects to pay the consent fee to noteholders on Friday.

The company increased the base fee to $10.00 from $5.00 on Monday after extending the consent deadline for the fourth time.

In addition, as long as any of the notes remains outstanding - and not subject to a notice of redemption - on Nov. 1, 2008 and on each Feb. 1, May 1, Aug. 1 or Nov. 1 after that, excluding the maturity date, investors will receive an additional cash payment of $2.50 per quarterly accrual date.

Banc of America Securities LLC (888 292-0070 or call collect 704 388-9217) was the solicitation agent, and Global Bondholder Services Corp. (866 470-3800 or call collect 212 430-3774) was the information agent and tabulation agent.

The Seattle-based integrated seafood company said it issued the notes with ASG Finance, Inc.

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