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|Chiquita Brands International, Inc : Chiquita Announces Completion of Its Sale of $425 Million Aggregate Principal Amount of 7.875% Senior Secured Notes and Refinancing of Its Senior Secured Credit...|
CHIQUITA ANNOUNCES COMPLETION OF ITS SALE OF
CHARLOTTE - February 5, 2013 - Chiquita Brands International, Inc. (NYSE: CQB) today announced the completion of its sale of $425 million of 7.875% senior secured notes due 2021, and the entry into a new $200 million senior secured credit agreement. The company also repaid all of the obligations under its existing secured credit agreement and 7 1/2% Senior Notes.
The notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The notes and the related subsidiary guarantees have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
The notes were co-issued by Chiquita Brands L.L.C., the company's main operating subsidiary, and unconditionally guaranteed at closing by each of the company's existing direct and indirect domestic subsidiaries, other than de minimis subsidiaries, and certain of the company's future direct and indirect domestic subsidiaries. The notes and the guarantees are secured, subject to certain exceptions and permitted liens, on a first-priority basis by the issuers' and guarantors' existing and after-acquired material domestic real estate, stock of certain subsidiaries, subject to limitations, and certain intellectual property. Subject to certain permitted liens, the notes and the guarantees will also be secured on a second-priority basis by a lien on the assets that secure the new senior secured credit agreement on a first priority basis, including substantially all of the issuers' and the guarantors' other domestic assets, including present and future receivables, inventory and equipment.
The secured credit facility has a maximum borrowing capacity of $200.0 million, including a revolving credit facility and a $7.5 million term loan, subject to a borrowing base calculation based on specified advance rates against the value of the company's domestic accounts receivable, foreign accounts receivable, certain inventory, and certain domestic machinery and equipment. The facility is expected to mature at the earlier of five years from the date of closing and 60 days prior to the maturity of our existing 4.25% Convertible Senior Notes due 2016, unless such notes have been satisfactorily refinanced.
This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.
ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.
Chiquita Brands International, Inc. (NYSE: CQB) 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, other fruits to healthy snacking products. The company 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 approximately 70 countries worldwide.
This press release contains 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: challenges in implementing restructuring and leadership changes announced in August and October 2012 including the company's ability to achieve the cost savings and other benefits anticipated from the restructuring; challenges in implementing the relocation of Chiquita's corporate headquarters, and other North American corporate functions, to Charlotte, North Carolina; 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 the company or the industry, labor relations, taxes, political instability and terrorism; the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange rate fluctuations; unusual weather events, conditions or crop risks; the company's continued ability to access the capital and credit markets on commercially reasonable terms and comply with the terms of its credit agreements; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving the company, as well as the legal fees and other costs incurred in connection with these 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 company undertakes no obligation to update any such statements. Additional information on factors that could influence Chiquita's financial results is included in its SEC filings, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.