Michael Foods, Inc. and M-Foods Holdings, Inc. Announce Results Through Consent Deadline of Tender Offers and Consent Solicitations for 8% Senior Subordinated Notes Due 2013 and 9.75% Senior Discount Notes Due 2013

MINNETONKA, Minn., June 21 /PRNewswire/ -- Michael Foods, Inc. ("MFI") and M-Foods Holdings, Inc. ("Holdings") announced today that as of 5:00 p.m., New York City time, on June 18, 2010 (the "Consent Deadline"), all $150,000,000 aggregate principal amount of MFI's outstanding 8% Senior Subordinated Notes due 2013 (the "MFI Notes") and all $154,061,000 aggregate principal amount at maturity of Holdings' outstanding 9.75% Senior Discount Notes due 2013 (the "Holdings Notes" and together with the MFI Notes, the "Notes") had been tendered, pursuant to the previously announced cash tender offers for any and all of the Notes and solicitation of consents (the "Tender Offer"), as described in the Offer to Purchase and Consent Solicitation Statement, dated June 7, 2010 (the "Offer to Purchase").  In accordance with the terms of the offers described in the Offer to Purchase, holders' rights to withdraw their Notes expired as of the Consent Deadline.

MFI has received consents from holders of 100% of the MFI Notes, and Holdings has received consents from holders of 100% of the Holdings Notes.  The consents received are sufficient to effect the proposed amendments to the indentures governing the Notes.  MFI and Holdings, as applicable, and the respective trustees under the indentures governing their respective Notes are expected to enter into a supplemental indenture that will, once operative, eliminate substantially all of the restrictive covenants, certain affirmative covenants, certain events of default, certain conditions to legal defeasance or covenant defeasance and substantially all of the restrictions on the ability of MFI or Holdings, as applicable, to merge, consolidate or sell all or substantially all of their properties or assets contained in the Indenture and the related Notes, and would waive any and all defaults resulting from the consummation of the merger or the financing described in the Offer to Purchase.  The supplemental indentures will not become operative unless and until the Early Payment Date, which, subject to the satisfaction of the conditions set forth in the Offer to Purchase, is expected to occur promptly following the acceptance of Notes for payment.

Each tender offer will expire at midnight, New York City time, on Friday, July 2, 2010, unless extended or earlier terminated.  

MFI and Holdings have engaged Goldman, Sachs & Co. and BofA Merrill Lynch as Dealer Managers and Solicitation Agents for the tender offers and consent solicitations.  Persons with questions regarding the tender offers or the consent solicitations should contact Goldman, Sachs & Co. at (800) 828-3182 or collect at (212) 902-5183 or BofA Merrill Lynch at (888) 292-0070 or collect at (646) 855-3401.  Requests for documents should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offers and consent solicitations, at (212) 430-3774 (for banks and brokers) or (866) 294-2200 (for noteholders).

This press release is for information purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes.  The tender offers and consent solicitations are being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that MFI and Holdings are distributing to holders of the Notes.  The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Michael Foods, Inc.

MFI, based in Minnetonka, MN, is the largest producer of egg products in North America. Its egg products include Papetti's® precooked, frozen, liquid, hardcooked and dried products, Abbotsford Farms cage-free and organic egg products, and All Whites® and Better 'n Eggs®, both sold at retail. MFI also owns the Simply Potatoes® line of refrigerated potato products, as well as Crystal Farms® branded cheese and refrigerated products.  

Forward-Looking Statements

Certain items in this release may be forward-looking statements, including statements regarding the elimination of restrictive covenants, certain affirmative covenants and certain conditions to legal defeasance or covenant defeasance contained in the indentures governing the Notes and the waiver of certain defaults thereunder.  All forward-looking statements in this release represent the judgment of MFI and Holdings only as of the date of this release.  Such forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, completion of the tender offers.  Therefore, the reader is cautioned not to rely on these forward-looking statements.  

SOURCE Michael Foods, Inc.