Dole Food Company, Inc. (“Dole”) announced today that it has received the requisite consents (the “Requisite Consents”) with respect to its previously announced solicitation of consents (the “Consent Solicitation”) regarding certain amendments (the “Amendments”) to the Indenture, dated as of April 6, 2017, among Dole, 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”), on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated June 26, 2017 (the “Consent Solicitation Statement”).
The Consent Solicitation expired at 5:00 p.m., New York City time, on July 6, 2017 (the “Expiration Time”). The Consent Fee (as defined in the Consent Solicitation Statement) will be payable to holders of Notes who validly delivered and did not revoke Consents (as defined in the Consent Solicitation Statement) prior to the Expiration Time upon the satisfaction or waiver of the conditions described in the Consent Solicitation Statement under “The Consent Solicitation—Conditions to the Acceptance of Consents by Us and Payment of Consent Fee,” including, without limitation, the consummation of a Qualified IPO (as defined in the Indenture).
Dole proposes to execute a supplemental indenture to give effect to the Amendments (the “First Supplemental Indenture”). The First Supplemental Indenture binds all holders of the Notes and their transferees, including those that did not deliver their consent.
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 Solicitation. Requests 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 email@example.com.
This announcement is not an offer to purchase or a solicitation of an offer to purchase any securities. The Consent Solicitation was made solely by the Consent Solicitation Statement and was 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.