Swift further extends tenders on 12½%, 11% notes, 10.25% convertibles

By Devika Patel

Knoxville, Tenn., July 10 - Swift & Co. and its affiliates, S&C Holdco 3, Inc. and Swift Foods Co., again extended the tender offers for the 10 1/8% senior notes due 2009, the 12½% senior subordinated notes due 2010, the 11% senior notes due 2010 and the 10.25% convertible senior subordinated notes due 2010.

The tender offers will now expire at 8 a.m. ET on July 11, extended from midnight ET on July 10.

The tender offers are being extended to coordinate the closing of the tenders with the closing of the previously announced acquisition of Swift Foods by J&F Participacoes, SA, a Brazilian corporation.

As of 8 a.m. ET on July 10, S&C has received tenders of $265.8 million of the 10 1/8% senior notes, or 99.2% of the principal amount, $140.1 million of the 12½% senior subordinated notes, or 93.4%, $125.1 million of 11% senior notes, or 99.9%, and $94.2 million of the 10.25% convertibles, or 99.9%.

As previously reported on June 21, Swift announced pricing in the tender offer and said it received the necessary consents in their solicitation and tender offer for all of the 10 1/8% outstanding senior notes due 2009 and 12½% senior subordinated notes due Jan. 1, 2010 of Swift and 11% senior notes due 2010 of S&C Holdco as well as for the convertibles.

Swift has entered into supplemental indentures which will become operative when it buys the notes.

On June 20, the companies said that they will no longer pay any consent payments related to the offer.

The convertibles payout would have included a consent payment of $30.00 per $1,000 principal amount.

The companies are still soliciting consents to amend the note indentures to eliminate most of the affirmative and restrictive covenants and some events of default, and those who tender must deliver consent.

The consent deadline in each offer was set at 5 p.m. ET on June 20.

For each $1,000 principal amount of notes, the total consideration will now be $1,027.13 for the 10 1/8% notes, $1,038.54 for the 12½% notes and $1,047.50 for the 11% notes.

The payouts for the non-convertible notes would have included a $10.00 per $1,000 principal amount consent payment for notes tendered before the consent deadline.

The companies will pay accrued interest for all of the notes.

Settlement of the offers depends on conditions including receipt of consents from holders of a majority of each series of notes and completion of the merger.

Tenders for any series of notes may not be withdrawn after the supplemental indenture is executed, which is expected to happen promptly following the receipt of the needed consents.

J.P. Morgan Securities Inc. (800 245-8812 or collect 212 270-1477) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (800 290-6427 or collect 212 269-5550) is the information agent.

Swift is a beef and pork producer based in Greeley, Colo.

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