Dole Food Company, Inc. (“Dole”) announced today the commencement of a consent solicitation regarding certain amendments (the “Amendments”) to the Indenture, dated as of April 6, 2017, among Dole, DFC Holdings, LLC (“Holdings”), as a guarantor, the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as trustee (the “Trustee”), governing its 7.25% Senior Secured Notes due 2025 (the “Notes”) (the “Indenture”). Currently, the aggregate outstanding principal amount of Notes is $300,000,000.
The Amendments would release Holdings from its guarantee under the Indenture (and its other limited obligations under the Indenture and the Security Documents (as defined in the Indenture)), in each case, upon the consummation of a Qualified IPO (as defined in the Indenture) with respect to the common stock of the Issuer, and subject to the substantially concurrent (or prior) release of Holdings’ guarantees under the Term Loan Credit Agreement and Revolving Credit Agreement (each as defined in the Indenture).
The consent solicitation is conditioned upon the receipt of consents from holders of record as of June 23, 2017 of a majority in aggregate principal amount of the Notes (the “Requisite Consents”). The consent solicitation will expire at 5:00pm, New York City time, on July 6, 2017, unless extended (the “Expiration Date”).
Dole will, promptly after the Expiration Date and subject to the satisfaction or waiver of all conditions to the consent solicitation, pay to each holder of Notes who has delivered (and not revoked) a valid consent in favor of the Amendments a cash payment (the “Consent Fee”) of $2.50 for each $1,000 principal amount of Notes in respect of which such consent has been delivered.
The Amendments will be effected by, and will become effective upon, execution of a supplemental indenture. Dole proposes to execute the supplemental indenture as soon as practicable after obtaining the related Requisite Consents. At that time, the Amendments effected by the supplemental indenture will become effective and consents may no longer be revoked.
For a complete statement of the terms and conditions of the consent solicitations, holders of the Notes should refer to the Consent Solicitation Statement, dated June 26, 2017 (the “Consent Solicitation Statement”), which is being sent to all holders of the Notes as of the Record Date.
The Solicitation Agent in connection with the consent solicitation is Morgan Stanley & Co. LLC. Questions regarding the consent solicitation may be directed to Morgan Stanley & Co. LLC, Attention: Liability Management Group at (800) 624-1808 (toll free) or (212) 761-1057. Global Bondholder Services Corporation is serving as Information Agent and Tabulation Agent in connection with the consent solicitations. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at (866) 470-3900 (toll free), (212) 430-3774 (banks and brokers) (collect) or firstname.lastname@example.org.
This announcement is not an offer to purchase or a solicitation of an offer to purchase any securities. The consent solicitation is being made solely by the Consent Solicitation Statement and are subject to the terms and conditions stated therein.
This release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. Forward-looking statements, which are based on management’s current expectations, are generally identifiable by the use of terms such as “may,” “will,” “expects,” “believes,” “intends,” “anticipates” and similar expressions. The potential risks and uncertainties that could cause actual results to differ materially from those expressed or implied herein include weather-related phenomena; market responses to industry volume pressures; product and raw materials supplies and pricing; energy supply and pricing; changes in interest and currency exchange rates; economic crises; security risks in developing countries; international conflict; and quotas, tariffs and other governmental actions. Further information on the factors that could affect Dole’s financial results is included in the Consent Solicitation Statement and the documents incorporated therein.
William Goldfield, 818-874-4647