Dimon, Standard Commercial receive consents to amend notes

New York, March 22 - Dimon Inc. said it received the necessary consents to amend its $200 million principal amount of 9 5/8% senior notes due 2011 and its $125 million principal amount of 7¾% senior notes due 2013 while Standard Commercial Corp. said it has similarly received consents for its $150 million of 8% senior notes due 2012.

By the consent deadline of 5 p.m. ET on March 21, Dimon had received consents for $196.1 million or 98.1% of the 9 5/8% notes and $121.6 million or 97.3% of the 7¾% notes while Standard Commercial had received consents for $145.7 million or 97.1% of its notes. All figures are above the majority needed.

Both companies executed supplemental indentures that will become operative when the notes are purchased.

Dimon and Standard Commercial announced the tenders on March 8, saying they were being carried out as part of Dimon's acquisition of Standard Commercial. The new company will be called Alliance One International, Inc. Dimon is a Danville, Va., leaf tobacco dealer, and Standard Commercial is in the same business, based in Wilson, N.C.

Both tenders end at 5 p.m. ET on April 5.

Pricing for the notes will be set by a formula based on the present value on the payment date of the notes' redemption price on their first call date plus the interest from the last coupon payment date to the first call date, discounted using the yield to maturity of the reference Treasury plus a spread, minus interest from the last coupon payment date up to the payment date for the tender. The calculation will be made at 10 a.m. ET on April 1. The total includes a $30.00 per $1,000 consent payment that will only be paid to holders who tender and deliver consents by the consent deadline.

Dimon and Standard Commercial will also pay accrued interest up to but not including the tender payment date.

For Dimon's 7¾% notes, the first call date is June 1, 2008 at a price of $1,038.75. The reference Treasury is the 2.625% note due May 15, 2008 and the fixed spread is 50 basis points.

For Dimon's 9 5/8% notes, the first call date is Oct. 15, 2006 at a price of $1,048.13. The reference Treasury is the 6.5% note due Oct. 15, 2006 and the fixed spread is 50 basis points.

For Standard Commercial's 8% notes, the first call date is April 15, 2008 at a price of $1,040.00. The reference Treasury is the 3.375% note due Feb. 15, 2008 and the fixed spread is 50 basis points.

The tenders are subject to conditions including Dimon receiving the financing to complete the tenders, the receipt of consents from holders of a majority of each series of notes and the closing of the merger. Dimon's tender depends on Standard Commercial receiving consents and vice versa.

Wachovia Securities at (866 309-6316 or call collect 704 715-8341) and Deutsche Bank Securities Inc. (call collect 212 250-7466) are dealer managers and solicitation agents. MacKenzie Partners, Inc. is the information agent (800 322-2885 or call collect 212 929-5500).

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