Chiquita Announces Change of Control Tender Offer for its 7.875% Senior Secured Notes due 2021

CHARLOTTE, N.C., Feb. 3, 2015 /PRNewswire/ -- Chiquita Brands International, Inc. ("Chiquita") and Chiquita Brands L.L.C. ("Chiquita Brands" and together with Chiquita, the "Issuers") today announced that they have commenced a tender offer (the "Tender Offer") to purchase for cash any and all of their outstanding $233,750,000 aggregate principal amount of 7.875% Senior Secured Notes due 2021 (the "Notes"), at a purchase price (the "Purchase Price") equal to 101% of the principal amount thereof.  The Tender Offer is being made to satisfy the requirements of the indenture governing the Notes as a result of a change of control transaction.

The Tender Offer is being made upon the terms and conditions in the Offer to Purchase and related Letter of Transmittal dated February 3, 2015.  The Tender Offer will expire at 5:00 p.m., New York City time, on March 4, 2015, unless extended or terminated as described in the Offer to Purchase (such time and date, as they may be extended, the "Expiration Date").  Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on February 27, 2015, unless extended as described in the Offer to Purchase (such time and date, the "Withdrawal Deadline").

Holders must validly tender their Notes at or prior to the Expiration Date to be eligible to receive the Purchase Price.  Payment for Notes that are validly tendered at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline will occur on the "Payment Date", which is expected to be on or about March 5, 2015.  In addition, holders whose Notes are accepted for payment pursuant to the Tender Offer will be entitled to any accrued and unpaid interest to, but not including, the Payment Date on those Notes. 

The Issuers' obligation to accept for payment and to pay for any Notes validly tendered pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase. 

Requests for documents may be directed to Wells Fargo Bank, N.A., the paying agent, by telephone at (800) 344-5128 or in writing at Wells Fargo Bank, N.A., Corporate Trust Operations, MAC N9303-121, 6th St. & Marquette Avenue, Minneapolis, MN 55479.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Tender Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase and the Letter of Transmittal.  In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Issuers by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

About Chiquita Brands International, Inc.

Chiquita is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products - from energy-rich bananas, blends of convenient green salads and other fruits to healthy snacking products. Chiquita markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs approximately 20,000 people and has operations in nearly 70 countries worldwide. For more information, please visit www.chiquita.com.

Forward-Looking Statements

This press release may contain certain statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting Chiquita or the industry, labor relations, burdensome taxes, additional tax assessments in foreign jurisdictions, political instability and terrorism; challenges in implementing the relocation of its corporate headquarters and other North American corporate functions to Charlotte, North Carolina; challenges in its ability to achieve cost savings and other benefits from restructuring and strategic changes; unusual weather events, conditions or crop risks; continued ability to access the capital and credit markets on commercially reasonable terms and comply with the terms of its debt instruments; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving Chiquita, as well as the legal fees and other costs incurred in connection with such items.

Any forward-looking statements made in this press release speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the Issuers undertake no obligation to update any such statements. Additional information on factors that could influence Chiquita's financial results is included in its past SEC filings, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

CONTACT: Jeremy Fielding, 212-521-4858 / Stef Goodsell, 212-521-4878

SOURCE Chiquita Brands International, Inc.