Merisant Co., Worldwide unit, extend tender offers for 9½% and 12¼% notes

New York, July 2 - Merisant Co. said it has extended its tender offer for its 9½% senior subordinated notes due 2013 and the related noteholder consent solicitation. The company's Merisant Worldwide Inc. subsidiary also extended its separate but concurrent tender offer and related consent solicitation for its 12¼% senior subordinated notes due 2014.

Both tender offers were extended to 5 p.m. ET July 26 from the previous deadline of 5 p.m. ET July 1.

As of the old deadline, holders of $197.484 million of the 9½% notes, or about 88% of the outstanding principal amount, had validly tendered their notes and had not subsequently withdrawn them, as had holders of $136.04 million of the 12¼% notes, or 100% of the outstanding amount.

Merisant Worldwide said that using the previously announced formula for calculating the total consideration it will offer the holders of the 12¼% notes and assuming a new payment date of July 27, total consideration would be $781.44 per $1,000 principal amount at maturity of tendered notes, up from the previously announced $772.96 per $1,000 principal amount at maturity, which assumed a June 23 payment date.

All other previously announced terms and conditions of both offers remain in effect, unchanged.

As previously announced, Merisant Co., a Chicago-based maker of low-calorie sweeteners, and its Merisant Worldwide unit - the latter formerly known as Tabletop Holdings Inc. - said on May 20 that they had begun separate but concurrent tender offers for outstanding series of notes as well as the related solicitation of noteholder consents to proposed indenture amendments, which would eliminate substantially all the restrictive covenants and certain events of default and related provisions.

The companies initially set 5 p.m. ET June 3 as the consent deadlines for both of their offers (these were subsequently extended). Merisant Worldwide said its tender offer for any and all of its outstanding 12¼% notes would run through 5 p.m. June 18 (this was subsequently extended), while Merisant Co. said its tender offer for any and all of its outstanding 9½% senior subordinated notes due 2013 would expire at 5 p.m. July 1, which was also later extended.

Merisant Worldwide originally said that holders tendering their 12¼% 2014 notes by the consent deadline would be eligible to receive 118.375% of the accreted value of the notes on the date 30 days after the tender offer payment date. It said that the accreted value would 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 of notes tendered and accepted by the company for payment. Holders tendering after the consent deadline would receive the same amount, less the consent payment of $20 per $1,000 principal amount at maturity (total consideration and tender offer consideration were subsequently changed).

Merisant Co. said it would pay holders of its 9½% 2013 notes a price to be determined on June 3 using a formula based on the yield of the designated reference security - the 3¼% U.S. Treasury note due Aug. 15, 2008 - as of 2 p.m. ET on that date. It said that the price it was offering would be $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 would be 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 fixed-spread discount rate would be 100 basis points over the yield on the reference security at the pricing time on June 3. The company said that accrued interest to the payment date would 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 would include a $20 per $1,000 consent payment, payable only to those holders tendering by the consent deadline. Merisant Co. said it would also pay accrued interest up to but not including the payment date.

Both companies said that tendering noteholders would also have to consent to the proposed amendments, and vice versa. They said the offers would be are subject to conditions, including a financing condition.

On June 3, Merisant Co. announced that it had set the consideration that it would offer to the holders of its 9½% notes, using the previously announced formula. Total consideration for the notes would be $1,173.95 per $1,000 principal amount, including a $20 per $1,000 principal amount consent payment for holders tendering before the consent deadline. Tender offer consideration for holders tendering after the consent deadline would be $1,153.95 per $1,000 principal amount, but no consent payment. All tendering holders would also receive accrued interest up to the payment date.

Merisant Co. also said that it was extending the consent deadline for its offer to 5 p.m. ET June 7, subject to possible further extension, from the original 5 p.m. ET June 3 deadline; as of that original deadline, the company had received tenders - and related noteholder consents - from holders of at least a majority of the outstanding amount.

The underlying tender offer meantime continued toward the scheduled July 1 expiration deadline, but Merisant Co. said it had amended the terms of the tender offer, so that if the company has not accepted notes for payment under the terms of the tender offer by Aug. 15, holders that have validly tendered their notes may withdraw those notes during an additional withdrawal period, which will be at any time after 9 a.m. ET Aug. 15 and before the earlier of either a) the first date on which Merisant Co. accepts notes for payment, or b) 5 p.m. ET Aug. 31.

The company said that any consents to the proposed amendments which had been validly delivered before the consent deadline would remain in effect and may not be revoked, even if the underlying notes were to be withdrawn during the additional withdrawal period. Accordingly, the company advised its noteholders that should the proposed amendments become operative, a holder who chooses to withdraw previously tendered notes during the additional withdrawal period would hold notes governed by the amended indenture, as of the date that the notes are first accepted for payment under the tender offer terms.

Merisant Co. said that all other terms of the tender offer and consent solicitation were unchanged and would remain ion effect.

Merisant Worldwide on June 3 also announced extension of the consent deadline under its tender offer for its 12¼% notes to 5 p.m. ET June 7, subject to possible further extension. It gave no indication of noteholder participation levels up to that point.

Merisant Worldwide also announced a similar Aug. 15- Aug. 31 additional withdrawal period, in the event that its tender offer has not expired by then. It said all other terms of its tender offer were unchanged and remained in effect.

On June 8, Merisant Co. said that it had received the required consents to proposed indenture amendments from the holders of its 9½% notes, with $166.28 million of the outstanding notes validly tendered and not withdrawn as of the consent deadline, which expired as scheduled at 5 p.m. ET June 7. The company said that those consents may not be revoked unless the tender offer and consent solicitation is terminated without any notes having been purchased.

The underlying tender offer for the notes was continuing toward its scheduled expiration on July 1, subject to possible extension.

The company's Merisant Worldwide Inc. unit, meantime, separately extended the deadlines on the tender offer for its 12¼% notes and amended the consideration it would offer the noteholders.

The company said the consent deadline on the offer had been extended to 5 p.m. ET June 9 from the prior deadline of 5 p.m. June 7, while the tender offer expiration was extended to 5 p.m. ET June 22 from the prior deadline of 5 p.m. ET June 18, subject to possible further extension (the deadline was subsequently extended again).

Merisant Worldwide said that it was informed by Wells Fargo Bank NA, the depositary for the tender offer and consent solicitation, that as of 5 p.m. ET June 4 $32.29 million principal amount at maturity of the notes had been validly tendered and not withdrawn.

Additionally, Merisant Worldwide said that it had amended the total consideration it is offering the noteholders; for each $1,000 principal amount at maturity of notes validly tendered and accepted for payment under the terms of the tender offer, along with the related consents, total consideration will be equal to the product of (x) the accreted value of the notes on the "specified date" that is 30 days immediately following the payment date and (y) 129%.

It said that the accreted value of the notes would be equal to the sum of (A) $585.64 (the accreted value for the semi-annual accrual date immediately preceding the "specified date") and (B) an amount equal to the product of (x) $35.87 ($621.51, the accreted value for the immediately following semi-annual accrual date, less $585.64), multiplied by (y) a fraction, the numerator of which is the number of days from May 15, (the immediately preceding semi-annual accrual date) to the "specified date," using a 360-day year of twelve 30-day months, and the denominator of which is 180.

The company said that assuming the payment date to be June 23, total consideration would be equal to $772.96 per $1,000 principal amount at maturity of notes. Holders tendering their notes after the consent deadline but before the tender offer expires will receive the total consideration minus the $20 per $1,000 principal amount consent payment.

It said that all other previously announced terms of the tender offer were unchanged and would remain in effect.

On June 10, Merisant Worldwide said that it had received the required consents to the proposed amendments to the indenture of its 12¼% notes.

It said that as of the consent deadline, which expired as scheduled at 5 p.m. ET June 9, without further extension, $136,040 million of the notes, or 100% of the outstanding amount, had been validly tendered and not withdrawn. The company said those consents could not be revoked unless the tender offer and consent solicitation were to be terminated without any notes having been purchased.

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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