Chiquita gets consents to amend 7½% notes, refinances facility

By Jennifer Chiou

New York, Feb. 4 - Chiquita Brands International, Inc. announced a successful end to the consent solicitation for its 7½% senior notes due 2014.

The record date was Jan. 25, and the consent solicitation expired at 5 p.m. ET on Feb. 4. It began on Jan. 28.

The company obtained the needed consents to amend provisions in the note indenture that affect the company's ability to incur certain liens.

The solicitation was held in connection with a refinancing of Chiquita's senior credit facility that was intended to lower its interest expense, extend maturities and provide additional covenant flexibility.

The company noted that it has entered into a fully underwritten commitment with Cooperatieve Centrale Raiffeisen - Boerenleenbank BA, Rabobank Nederland, New York branch to refinance the company's $200 million revolving credit facility and a portion of the company's existing $326 million term loan C.

Rabobank committed to provide a six-year $200 million senior secured revolving credit facility and a six-year $200 million senior secured term loan facility to the company.

The agreement governing the new credit facilities contains two material financial maintenance covenants, an operating company leverage ratio and a fixed charge coverage ratio, both of which will be set at levels that provide significant added flexibility.

The company offered a consent fee of $20.00 per $1,000 principal amount of notes.

The consent solicitation was conditioned on the receipt of consents from holders of at least a majority of the notes, the receipt of at least $125 million in proceeds from a senior unsecured convertible debt issuance by Feb. 15 and other conditions.

Morgan Stanley & Co. Inc. (800 624-1808) was the solicitation agent, and Global Bondholder Services Corp. (866 873-6300 or 212 430-3774) was the information agent.

Chiquita is a Cincinnati-based marketer and distributor of fresh and value-added food products.

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