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February 11, 2008 |
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CHIQUITA BRANDS: Prices 4.25% Convertible Senior Notes Due 2016 Chiquita Brands International Inc. has priced its offering of US$175 million aggregate principal amount of 4.25% Convertible Senior Notes due 2016, US$25 million more than previously announced. In addition, the company has granted the underwriters an overallotment option to purchase up to an additional US$25 million principal amount of Notes. The company expects this offering to close on Feb. 12, 2008, and intends to use the net proceeds from the offering to repay a portion of the outstanding amounts under the Term Loan C of its senior secured credit facility. The Notes will pay interest semiannually at a rate of 4.25% per annum, beginning Aug. 15, 2008. The Notes will be convertible, under certain circumstances described in the prospectus, at an initial conversion rate of 44.5524 shares of common stock per US$1,000 in principal amount of the Notes, equivalent to an initial conversion price of approximately US$22.45 per share of Chiquita common stock. This represents a premium of approximately 32.5% to the last reported sale price of the company's common stock on Feb. 6, 2008 of US$16.94. The Notes will be unsecured unsubordinated obligations of Chiquita Brands International, Inc. and will rank equally with any unsecured unsubordinated indebtedness Chiquita may incur. Beginning Feb. 19, 2014, Chiquita may call the Notes for redemption if the common stock trades above 130% of the conversion price, or initially approximately US$29.19 per share, for at least 20 of the 30 trading days preceding the redemption notice. The Notes will be issued pursuant to an effective shelf registration statement, which was previously filed with the Securities and Exchange Commission. Goldman, Sachs & Co. and Morgan Stanley & Co. Inc. are the joint book-running managers for the offering. A prospectus relating to the offering may be obtained from: Goldman, Sachs & Co., Prospectus Department, 85 Broad Street, New York, New York 10004, fax: 212-902-9316 or email: prospectus-ny@ny.email.gs.com. A prospectus may also be obtained from: Morgan Stanley & Co. Inc., Prospectus Department, 180 Varick Street, New York, New York 10014, telephone number: 1-866-718-1649, or email: prospectus@morganstanley.com. Cincinnati, Ohio-based Chiquita Brands International Inc. (NYSE: CQB) -- http://www.chiquita.com/ -- markets and distributes fresh food products including bananas and nutritious blends of green salads. The company markets its products under the Chiquita(R) and Fresh Express(R) premium brands and other related trademarks. Chiquita employs approximately 25,000 people operating in more than 70 countries worldwide, including Colombia, Panama and the Philippines. * * * As reported in the Troubled Company Reporter-Latin America on Jan. 31, 2008, Moody's Investors Service affirmed, among others, Chiquita Brands International Inc.'s B3 Corporate family rating and B3 Probability of default rating. Moody's rating outlook remains negative. |
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