Dakota City, NE - IBP, Inc. and Foodbrands America, Inc. announced, in connection with IBP's tender offer for all $115,050,000 outstanding principal amount of Foodbrands' 10 3/4% Senior Subordinated Notes due 2006 and the concurrent consent solicitation by Foodbrands, that as of 12:00 midnight, New York City time, on March 11, 1998, holders representing more than a majority in aggregate principal amount of the Notes had validly tendered and delivered consents to certain amendments to the Indenture under which the Notes were issued. Accordingly, the "Consent Achievement Date" as defined in the Offer to Purchase and Consent Solicitation Statement is March 11, 1998. The proposed amendments will, among other things, eliminate substantially all of the Indenture's restrictive covenants.
Under the terms and conditions of the Statement, only holders who tendered their Notes and delivered related consents by 12:00 midnight, New York City time, on the Consent Achievement Date will receive the $5.00 consent payment per $1,000 principal amount of Notes if such Notes are accepted for payment pursuant to the terms of the Statement. Holders who tender their Notes after March 11, 1998, but prior to 12:00 midnight, New York City time, on the expiration date, which will be March 25, 1998 unless extended, will not be entitled to the consent payment but will be entitled to receive the Tender Offer Consideration subject to the terms and conditions of the Statement.
The Tender Offer Consideration to be paid for each $1,000 principal amount of Notes tendered will be based on the present value of the Notes determined using the earliest date the Notes are subject to redemption by Foodbrands under the Indenture and a yield equal to a fixed spread of 35 basis points over the yield of the 8.00% U.S. Treasury Note due May 15, 2001, as calculated at 2:00 P.M., New York City time, on March 20, 1998, less $5.00. If the offer is extended more than three business days from March 25, 1998, the pricing date will be extended to the date that is the third business day prior to the expiration date as extended.
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") is the Dealer Manager for the tender offer and consent solicitation. Questions concerning the tender offer and consent solicitation should be directed to Paul Galant or Jeff Dorst of DLJ at (800) 334-1604 or (212) 892-3351.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is made only by the Statement. For information regarding the pricing, tender and delivery procedures and conditions of the tender offer and consent solicitation, reference is made to the Offer to Purchase and Consent Solicitation Statement and related documents. Documents can be obtained by contacting MacKenzie Partners, Inc., the Information Agent at (800) 322-2885 or (212) 929-5500.
IBP is the world's largest producer of fresh beef, pork and related allied products and is also a high quality supplier of fully prepared meats for the retail and food service industries. IBP employs approximately 38,000 people. Foodbrands, an indirect wholly-owned subsidiary of IBP, is a leading producer of frozen and refrigerated processed food products, and a leader in the pizza topping industry. Foodbrands also produces custom products including pizza crusts, burritos, soups, sauces and stuffed pastas.
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