Simmons Foods Receives The Requisite Consents Pursuant To Its Tender Offer And Consent Solicitation For Its Outstanding 7.785% Second Lien Senior Secured Notes Due 2021

SILOAM SPRINGS, Ark., Oct. 24, 2017 /PRNewswire/ -- Simmons Foods, Inc., Simmons Prepared Foods, Inc., Simmons Pet Food, Inc., Simmons Feed Ingredients, Inc., and Simmons Energy Solutions, Inc. (collectively "Simmons") announced today Simmons has received the requisite tenders and consents from holders of its 7.875% Second Lien Senior Secured Notes due 2021 (the "Notes") to amend the indenture governing such Notes (the "Indenture"). On October 10, 2017, Simmons commenced its cash tender offer and consent solicitation relating to the Notes pursuant to an Offer to Purchase and Consent Solicitation Statement, dated October 10, 2017, and a related Letter of Transmittal and Consent, which more fully set forth the terms and conditions of the tender offer and consent solicitation. The consent solicitation expired at 5:00 p.m., New York City time, on Monday, October 23, 2017. Tenders may no longer be withdrawn and consents may no longer be revoked. Holders who tender after 5:00 p.m. New York City time, on Monday, October 23, 2017, will not be entitled to the consent payment. As of the expiration of the consent solicitation, holders of approximately $392.0 million of Notes, representing approximately 94.5% of the outstanding principal amount of the Notes, had tendered their Notes and consented to the proposed amendments to the Indenture. The tender offer expires at 11:59 p.m., New York City time, on November 6, 2017.

Simmons and Wells Fargo Bank, National Association, the trustee under the Indenture, have entered into a supplemental indenture that amends the Indenture. The supplemental indenture became effective upon execution by Simmons and Wells Fargo Bank, National Association on October 24, 2017. The amendments became operative when the Notes that had been validly tendered on or prior to the expiration of the consent solicitation were accepted for payment and paid for by Simmons pursuant to the terms of the tender offer on October 24, 2017. The amendments, 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. The amendments to the Indenture are binding upon the holders of Notes not tendered into the tender offer.

Following the payment of the consideration for the Notes that had been validly tendered on or prior to the expiration of the consent solicitation, Simmons notified the trustee for the Notes of its intent to redeem any of the Notes that remain outstanding on November 7, 2017 (the "Redemption Date") and requested on October 24, 2017, that the trustee deliver to the holders of any outstanding Notes an irrevocable notice that Simmons will redeem on the Redemption Date all of the Notes that remain outstanding following the expiration of the tender offer pursuant to the terms of the Indenture. This press release does not constitute a notice of redemption under the Indenture and the redemption of any Notes that remain outstanding following the expiration of the tender offer will be made only pursuant to the terms of the applicable notice of redemption delivered pursuant to the terms of the Indenture

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 (as defined below) may call the information agent, D.F. King & Co., Inc. at (212) 269-5550 (collect, for banks or brokers) or (800) 591-6309 (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 to Purchase and Consent Solicitation Statement, dated October 10, 2017, and a related Letter of Transmittal and Consent (together, 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 5,874 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.

Contacts

Kerry L. Hairston I
Vice President of Finance and Treasurer
Simmons Foods, Inc.
(479) 524-8151
[email protected]

SOURCE Simmons Foods, Inc.