Merisant extends consent deadline for 9½%, 12¼% notes, sets pricing, adds withdrawal provision

New York, May 20 - Merisant Worldwide Inc., formerly known as Tabletop Holdings Inc., and Merisant Co. extended the consent deadline in their cash tender offer for any and all of Merisant Worldwide's outstanding 12¼% senior subordinated discount notes due 2014 and Merisant Co.'s outstanding 9½% senior subordinated notes due 2013. In addition they added a new withdrawal provision and Merisant Co. set pricing.

Merisant Co. said it will pay $1,173.95 per $1,000 principal amount for its 9½% senior subordinated notes due 2013 for securities tendered by the consent deadline. Holders who tender after that point will receive $20 less.

Merisant Co. said that as of 5 p.m. ET on June 3 it had received the necessary consents to amend the notes.

Merisant Co. and Merisant Worldwide also extended the consent deadline to 5 p.m. ET on June 7 from 5 p.m. ET on June 3.

In addition, Merisant Co. and Merisant Worldwide modified their offers. If the company has not accepted the notes for payment by 9 a.m. ET on Aug. 15 holders may withdraw tendered notes. However consents cannot be revoked.

Merisant Worldwide Inc., formerly known as Tabletop Holdings Inc., said on May 20 it has begun a cash tender offer for any and all of its outstanding 12¼% senior subordinated discount notes due 2014 while Merisant Co. said it has begun a cash tender offer for any and all of its outstanding 9½% senior subordinated notes due 2013.

Both issuers are also soliciting consents to amend the note indentures to eliminate substantially all the restrictive covenants and certain events of default and related provisions.

Merisant Worldwide's offer for its 12¼% notes runs until 5 p.m. ET on June 18. The consent deadline is 5 p.m. ET on June 3.

For holders who tender by the consent deadline, the Chicago maker of low calorie sweeteners is offering to pay 118.375% of the accreted value of the notes on the date 30 days after the payment date for the tender offer. The accreted value will be calculated on a 30/360 basis.

Assuming a payment date of June 21, the total payment would be $708.82 per $1,000 principal amount at maturity.

Holders who tender after the consent deadline will receive the same amount less the $20.00 per $1,000 consent payment.

Merisant's offer for its 9½% notes runs until 5 p.m. ET on July 1. The consent deadline is 5 p.m. ET on June 3.

Merisant is offering to pay $383.25 (equal to 35% of the equity clawback price of $1,095 per $1,000 principal amount) plus 65% of the fixed spread price. The fixed spread price is the present value on July 2 of all future cash flows on the notes to the first call date of July 15, assuming a redemption at $1,047.50 per $1,000 principal amount on the first call date. The discount rate will be 100 basis points over the yield on the 3.25% U.S. Treasury note due Aug. 15, 2008 using the bid price at 2 p.m. ET on June 3. Accrued interest to the payment date will be subtracted. Using the 3.70% yield of the reference Treasury at 2 p.m. ET and assuming a July 2 payment date, the total payment would be $1,172.32 per $1,000 principal amount.

The total calculated includes a $20.00 per $1,000 consent payment which will only be paid to holders who tender by the consent deadline.

Merisant will also pay accrued interest up to but not including the payment date.

For both offers, holders who tender must consent to the amendments and vice versa.

The offers are subject to conditions including a financing condition.

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

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