HAMPTON, VA, Feb. 10, 2012 /CNW/ - Specialty Foods Group, Inc. ("SFG" or the "Company") announced today the expiration and results of its offer ( the "Offer") to (i) purchase all of its outstanding Junior Secured Exchangeable Debentures (the "Debentures") at a price equal to $1,150 per $1,000 principal amount of Debentures tendered (the "Purchase Price"), or (ii) exchange ("Exchange") any and all outstanding aggregate principal amount of the Debentures for an identical principal amount of Junior Secured Notes due June 30, 2014 of the Company (the "New Notes") and 0.04110997 warrants per $1,000 principal amount of Debentures being Exchanged, with one (1) whole warrant entitling its holder to purchase one (1) common share of SFG Parent, Inc. (the "Parent") for an exercise price of $1.00 per common share (the "Warrants").
The Company announced it had received (i) tenders for cash from holders of $3,511,000 in aggregate principal amount of the Debentures, representing approximately 12% of the aggregate principal amount of the Debentures outstanding, and (ii) elections to Exchange from holders of $20,263,000 in aggregate principal amount of the Debentures, representing approximately 69.4% of the aggregate principal amount of the Debentures outstanding. Notes of the Company held by SFG Canada, $5,410,000 in aggregate, representing approximately 18.5% of the aggregate principal amount of the Debentures outstanding, will be tendered in conjunction with the Notes issued by SFG Canada, as described below. The remaining $6,000 of the Debentures outstanding will be paid in full at maturity, with accrued and unpaid interest.
Accrued and unpaid interest on the Debentures that are tendered or Exchanged up to, but not including, the closing date of the Offer shall be paid to the holders of such Debentures on the closing date. The closing date of the Offer is anticipated to be February 13, 2012.
In addition, in connection with the above Offer, Specialty Foods Group Canada Holdings, Inc. ("SFG Canada") announced today the expiration and results of its offer to repay all of its outstanding Junior Secured Exchangeable Subordinated Debentures (the "Canadian Debentures") for the Purchase Price (the "Canadian Offer"). In addition, the Canadian Offer also serves as an offer by SFG and Parent to the holders of Canadian Debentures who tender their Canadian Debentures and also are "accredited investors" (as such term is defined under Canadian securities laws), to purchase, in a private offering, for an aggregate purchase price of $1,150 (i) $1,000 principal amount of New Notes and (ii) 0.04110997 Warrants (the "Private Placement"). In order to participate in the Private Placement, a holder must purchase an amount of New Notes and Warrants in the Private Placement with a purchase price equal to the amount credited to such holder in repayment of such holder's Canadian Debentures pursuant to the Canadian Offer (exclusive of interest as interest will be payable to such holders in cash).
SFG Canada announced it had received tenders for cash from holders of $5,097,000 in aggregate principal amount of the Canadian Debentures, representing approximately 94.2% of the aggregate principal amount of the Canadian Debentures outstanding. There were no elections received to participate in the Private Placement from the holders of the Canadian Debentures. The remaining $313,000 of the Canadian Debentures will be paid in full at maturity, with accrued and unpaid interest.
A total of approximately 833 Warrants will be issued to holders of the New Notes, representing 0.04110997 warrants per $1,000 principal amount of Debentures being Exchanged.
The funding for the repurchase of the Debentures and the Canadian Debentures will be provided from cash on hand or the Company's credit facilities. The New Notes will have no conversion rights and will have an interest rate of 8% per annum payable quarterly and mature on June 30, 2014.
About the Company
The Company is an independent U.S. producer and marketer of premium branded and private-label processed meat products. SFG sells a wide variety of products such as franks, hams, bacon, luncheon meats, and delicatessen meats. These products are sold to a diverse customer base in the retail (e.g., supermarkets) and foodservice (e.g., restaurants) sectors. SFG sells products under a number of leading national and regional brands, such as Nathan's, Field, Fischer's, Mickelberry's, Kentucky Legend and Scott Petersen as well as on a private-label basis.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to purchase or exchange any Debentures. The Offer and the Canadian Offer discussed in this release is being made pursuant to documents that have been mailed to holders of the Debentures and the Canadian Debentures. Holders of the Debentures and Canadian Debentures are urged to read SFG's and SFG Canada's offer documents because they contain important information. These documents are available for free by contacting Steve Wright, CFO, telephone 757-952-1200.
This release contains, and remarks made by representatives of the Company in connection with this release, may contain forward-looking statements.
This news release contains certain forward-looking statements and information, which reflect the current view of SFG with respect to future events and financial performance. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "anticipate", "plan", "foresee", "believe" or "continue" or the negatives of such terms or variations of them or similar terminology. Any such forward-looking statements are based on SFG's current expectations, estimates, projections and assumptions made in light of its experience and perception of historical trends.
Any such forward-looking statements are subject to risks and uncertainties and SFG's actual results of operations could differ materially from historical results or current expectations. The risks that could cause actual results to differ from current expectations include: stability in the U.S. economy; stability in prevailing exchange rates; stability in the availability and pricing of raw materials, energy and supplies; the ability to implement price increases successfully; stability in the competitive environment; no future product recalls; the continued ability of the Company to access cost effective capital when needed; and no unexpected or unforeseen events occurring that would materially alter the Company's current plans. All of these assumptions have been derived from information currently available to the Company including information obtained by the Company from third-party sources. These assumptions may prove to be incorrect in whole or in part. In addition, actual results may differ materially from those expressed, implied or forecasted in such forward-looking statements, which reflect the Company's expectations only as of the date hereof.
Factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by the forward-looking statements include risks associated with implementing and executing complex projects and plans; risks posed by food contamination, pandemics and product recalls; risks associated with the price of commodities and the inability of the Company to control commodity prices; risks associated with exchange rate fluctuations; risks associated with changing consumer tastes, preferences and buying patterns; and risks posed by competition.
Matters creating particular uncertainty regarding the Company at present include the status of the Company's ongoing litigation with Nathan's, the Company's future viability if its agreement with Nathan's is not renewed or replaced.
Some of the forward-looking statements may be considered to be financial outlooks for purposes of securities legislation including, but not limited to, statements concerning future margins and capital expenditures. These financial outlooks are presented in order to provide measurable targets that the Company aims to achieve and for which the Company can use to benchmark its results. These financial outlooks may not be appropriate for other purposes and readers should not assume they will be achieved.
The Company does not intend to, and the Company disclaims any obligation to, update any forward-looking statements (including any financial outlooks), whether written or oral, or whether as a result of new information, future events or otherwise, except as required by law.
For further information:
Steve Wright, CFO, telephone 757-952-1200