Simmons Foods Announces A Tender Offer And Consent Solicitation For Outstanding 10.50% Second Lien Senior Secured Notes Due 2017

SILOAM SPRINGS, Ark., Sept. 17, 2014 /PRNewswire/ -- Simmons Foods, Inc., Simmons Prepared Foods, Inc., Simmons Pet Food, Inc., Simmons Feed Ingredients, Inc., Simmons Custom Processing, Inc., Simmons Energy Solutions, Inc. and Pro*Cal, Inc. (collectively "Simmons") announced today that it has commenced a cash tender offer to purchase any and all of its outstanding $315,000,000 aggregate principal amount of 10.50% Second Lien Senior Secured Notes due 2017 (CUSIP Nos. 828732AA5, U82723AA2 and U82723AB0) (the "Notes"). In conjunction with the tender offer, Simmons is soliciting consents to effect certain proposed amendments to the indenture governing the Notes. Holders may not tender their Notes pursuant to the tender offer without delivering consents or deliver consents without tendering their Notes. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on October 15, 2014, unless extended or earlier terminated by Simmons (the "Expiration Date"). The tender offer and consent solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement dated today and the related Letter of Transmittal and Consent (together, the "Offer Documents"), which set forth a more detailed description of the tender offer and consent solicitation. Holders of the Notes are urged to carefully read the Offer Documents.

Subject to the terms of the tender offer and consent solicitation, holders who validly tender their Notes and deliver their consents (and do not validly withdraw their Notes or revoke their consents) prior to 5:00 p.m., New York City time, on September 30, 2014, unless extended or earlier terminated (the "Consent Date"), will be entitled to receive $1,058.75, payable in cash, for each $1,000 principal amount of Notes accepted for payment (the "Total Consideration"), which amount includes a consent payment of $30.00 per $1,000 principal amount (the "Consent Payment"). In addition, holders whose Notes are purchased will receive accrued and unpaid interest up to, but not including, the applicable payment date. Holders may withdraw tenders and revoke consents at any time prior 5:00 p.m., New York City time, on September 30, 2014 (the "Withdrawal Time") unless extended by Simmons. Simmons has reserved the right, at any time following the Consent Date but prior to the Expiration Date, to accept for purchase all Notes validly tendered and not validly withdrawn on or before such date (the "Initial Acceptance Date"). If Simmons elects to exercise this option, Simmons will pay the Total Consideration or Tender Offer Consideration (as defined below), as applicable, for the Notes accepted for purchase promptly following the acceptance of such Notes (the date of such payment being referred to as the "Initial Payment Date"). Simmons expects that the Initial Payment Date will be on or about October 1, 2014, subject to the satisfaction or waiver of all the conditions of the tender offer and consent solicitation.

Subject to the terms of the tender offer and consent solicitation, holders who validly tender their Notes and deliver their consents after the Consent Date but on or prior to the Expiration Date will receive $1,028.75, payable in cash, for each $1,000 principal amount of Notes accepted for purchase (the "Tender Offer Consideration") plus accrued and unpaid interest up to, but not including, the applicable payment date, but will not receive the Consent Payment. Notes tendered after the Consent Date but before the Expiration Date are expected to receive payment promptly following the expiration of the tender offer and consent solicitation. The initial acceptance and payment feature is at the option of Simmons and the Initial Acceptance Date and final acceptance date could be the same date.

The proposed amendments to the indenture governing the Notes would, among other things, eliminate a significant portion of the restrictive covenants, eliminate certain events of default, release all of the collateral securing the obligations of Simmons and the guarantors under the Notes and amend the number of days prior to any redemption date that Simmons must send a notice of redemption. Adoption of the proposed amendments to the indenture requires the consent of the holders of at least a majority of the aggregate outstanding principal amount of the Notes (the "Requisite Consents"), or in the case of the amendment to release all of the collateral securing the obligations of Simmons and the guarantors under the Notes, of at least 66⅔% in aggregate principal amount outstanding of the Notes. Holders who tender their Notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer. The proposed amendments to the indenture will not become operative, however, until at least a majority in aggregate principal amount outstanding of the Notes, or in the case of the amendment to release all of the collateral securing the obligations of Simmons and the guarantors under the Notes, at least 66⅔% in aggregate principal amount outstanding of the Notes, whose holders have delivered consents to the proposed amendments have been accepted for payment.

Simmons's obligation to consummate the tender offer and consent solicitation is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, (i) the consummation of a debt financing transaction by Simmons, (ii) receipt of the Requisite Consents must have been obtained and (iii) the supplemental indenture implementing the proposed amendments must have been executed and delivered (other than the proposed amendments to the indenture relating to the release of all of the collateral securing the obligations of Simmons and the guarantors). There can be no assurance such conditions will be satisfied. 

Wells Fargo Securities, LLC is acting as dealer manager and solicitation agent for the tender offer and the consent solicitation. The tender agent and information agent for the tender offer is D.F. King & Co., Inc. Questions regarding the tender offer and consent solicitation may be directed to Wells Fargo Securities, LLC at (704) 410-4760 (collect) or (866) 309-6316 (U.S. toll-free). Holders who would like additional copies of the offer documents may call the information agent, D.F. King & Co., Inc. at (212) 269-5550 (collect, for banks or brokers) or (800) 431-9645 (toll-free, for all others) or by e-mail at [email protected].

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. This press release also is not a solicitation of consents to the proposed amendments to the indenture. The tender offer and consent solicitation are being made solely by means of the tender offer and consent solicitation documents, including the Offer Documents, that Simmons is distributing to holders of Notes. The tender offer and consent solicitation 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.

Based in Siloam Springs, Arkansas, Simmons is one of the leading vertically integrated poultry processors and the largest private label wet pet food producer in the United States and Canada. Simmons operates in three primary business segments: (i) poultry, (ii) pet food and (iii) protein, with operations in Arkansas, Oklahoma, Missouri, Kansas, New Jersey and Ontario, Canada. Simmons is privately owned and has approximately 5,800 employees.

This release contains forward-looking statements with respect to the timing and principal amount of debt securities to be purchased in the cash tender offer, including certain terms and conditions of the tender offer.  By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, those that may be set forth in the Offer Documents. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations.

SOURCE Simmons Foods, Inc.