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

New York, Aug. 13 - Merisant Co. said it has again extended its previously announced 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 on Sept. 23, from the previous deadline of 5 p.m. ET on Aug. 13.

As of the old deadline, holders of $216.32 million of the 9½% notes, or 96%, had validly tendered their notes and not withdrawn them, up from $211.954 million or 94% at the previous extension on July 27. Holders of $136.04 million of the 12¼% notes, or 100% of the outstanding amount, had tendered their notes, unchanged from the July 27 level.

Merisant Worldwide said that using the previously announced formula for calculating the total consideration and assuming a new payment date of Sept. 24, it will offer the holders of the 12¼% notes total consideration of $796.09 per $1,000 principal amount at maturity, up from the previously announced $786.58 per $1,000, which had assumed an Aug. 16 payment date.

Merisant Co.'s previously announced total consideration for the 9½% notes of $1,173.95 per $1,000 principal amount as well as all other previously announced terms and conditions of both offers remain in effect.

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 debt 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 on June 3 as the consent deadlines for both of their respective offers (these were subsequently extended). Merisant Worldwide said its tender offer for any and all of its outstanding 12 ¼% notes would run through 5 p.m. on June 18 (this was subsequently extended), while Merisant Co. said its tender offer for any and all of its outstanding 9 ½% senior subordinated notes due 2013 would expire at 5 p.m. on July 1, which was also later extended.

Merisant Worldwide originally set a fixed price based on the accreted value for the 12¼% notes.

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. 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.

For both offers, the companies received the necessary consents and have subsequently extended them multiple times.

Merisant Co. and Merisant Worldwide amended the terms of their respective tender offers, 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 on Aug. 15 and before the earlier of the first date on which Merisant Co. accepts notes for payment or 5 p.m. ET on 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.

On June 3, Merisant Worldwide said that it had amended the 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 the accreted value of the notes on the "specified date" that is 30 days immediately following the payment date and 129%.

It said that the accreted value of the notes would be equal to the sum of $585.64 (the accreted value for the semi-annual accrual date immediately preceding the "specified date" ) and an amount equal to the product of $35.87 ($621.51, the accreted value for the immediately following semi-annual accrual date, less $585.64) and 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.

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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