Chiquita Brands (CQB) Announces $425M Notes Offering

January 28, 2013 7:28 AM EST
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Chiquita Brands International, Inc. (NYSE: CQB) proposes to offer $425 million aggregate principal amount of senior secured notes due 2021 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 will not be 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 net proceeds from the offering, together with borrowings under a new $200 million asset-based revolving credit facility to be entered into by the company concurrently with and conditioned upon closing of the note offering, will be used to repay its current credit facility, consisting of a $150.0 million senior secured revolving credit facility (of which $40 million was outstanding, excluding letters of credit, at December 31, 2012) and $305.3 million remaining at December 31, 2012 under a senior secured term loan due 2016, and to repay the $106.4 million outstanding of its 7½% Senior Notes due 2014.
The notes will be co-issued by Chiquita Brands L.L.C., the company's main operating subsidiary, and unconditionally guaranteed by each of the issuer's present and future direct and indirect domestic subsidiaries other than de minimus subsidiaries. The notes and the guarantees will be 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 substantially all of the issuers' and the guarantors' other domestic assets, including present and future receivables, inventory and equipment.

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