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Published on 4/6/2005 in the Prospect News High Yield Daily.

Premium Standard tenders for 9¼% notes

New York, April 6 - PSF Group Holdings, Inc. said its Premium Standard Farms, Inc. subsidiary has started a cash tender offer and consent solicitation for its $175 million principal amount of 9¼% senior notes due 2011.

For each $1,000 principal amount of notes, Premium Standard is offering a price that will give a yield to the notes' first call date of June 15, 2006 of 75 basis points over the yield at 2 p.m. ET on the 10th business day before expiration of the 2.5% U.S. Treasury note due May 31, 2006. The total includes a $40.00 consent payment that will only be paid to holders who tender and deliver consents by the consent deadline.

Based on the reference yield on April 5 and assuming a May 5 settlement date, the price would be $1,097.59 including the consent payment.

Premium Standard will also pay accrued interest up to but excluding the settlement date.

The consent deadline is 5 p.m. ET on April 19, and the offer ends at midnight ET on May 3.

The Kansas City, Mo., provider of pork products said the offer is subject to conditions including the receipt of consents from holders of at least a majority of the notes by the consent deadline, the receipt of tenders by the expiration of at least a majority of the notes and new debt financing.

Morgan Stanley is dealer manager and solicitation agent (800 624-1808 or call collect 212 761-1941, attention: Francesco Cipollone). D.F. King & Co., Inc. is the information agent (800 714-3313 or call collect 212 269-5550).


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