Exhibit 99.2
SWIFT & COMPANY, S&C HOLDCO 3, INC. AND SWIFT FOODS COMPANY
ANNOUNCE RECEIPT OF REQUISITE CONSENTS
FOR CONSENT SOLICITATIONS
GREELEY, COLO.,
June 21, 2007 – Swift & Company (
“S&C”) and its affiliates S&C Holdco 3, Inc. (
“S&C
Holdco 3”) and Swift Foods Company (
“SFC” and, together with S&C and S&C Holdco 3, the
“Companies”), today announced in connection with the previously announced cash tender offers and
consent solicitations that S&C has received validly tendered and not withdrawn tenders and consents
of (i) approximately $ 261.0 million of outstanding 10-1/8% Senior Notes due 2009 (the
“10-1/8%
Senior Notes”), or approximately 97.4% of the aggregate principal amount of 10-1/8% Senior Notes
outstanding and (ii) approximately $132.6 million of outstanding
12-1/2% Senior Subordinated Notes
due
January 1, 2010 (the
“Subordinated Notes”), or approximately 88.4% of the aggregate principal
amount of Subordinated Notes outstanding, S&C Holdco 3 has received validly tendered and not
withdrawn tenders and consents of approximately $87.6 million of outstanding 11.00% Senior Notes
due 2010 (the
“11.00% Senior Notes”), or approximately 70.0% of the aggregate principal amount of
11.00% Senior Notes outstanding, and SFC has received validly tendered and not withdrawn tenders
and consents of approximately $84.5 million of outstanding 10.25% Convertible Senior Subordinated
Notes due 2010 (the
“Convertible Notes”), or approximately 89.7% of the aggregate principal amount
of Convertible Notes outstanding. The 10-1/8% Senior Notes, the Subordinated Notes, the 11.00%
Senior Notes and the Convertible Notes are collectively referred to herein as the
“Notes.”
Accordingly, each Company has received the requisite consents to adopt the proposed amendments to
the applicable
indentures governing the Notes pursuant to the consent solicitations. Each Company,
the applicable guarantors and the trustee have entered into a supplemental
indenture for the
applicable Notes giving effect to the amendments. The amendments to the
indentures contained in
such supplemental
indentures become effective upon execution of the supplemental
indenture, but
will not become operative until the date on which all Notes validly tendered prior to the Offer
Expiration Date, which is midnight, New York City time, on
July 5, 2007, unless extended or
terminated (the
“Offer Expiration Date”), are accepted for purchase pursuant to the terms of the
Offer Documents (as defined below).
The tender offers and consent solicitations are being made upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated
June 7, 2007
(the
“Original Statement”), as amended and supplemented by the Supplement and Amendment to Offer to
Purchase and Consent Solicitation Statement dated
June 19, 2007 (the
“Supplement” and, together
with the Original Statement, the
“Statement”), and the accompanying Consent and Letter of
Transmittal (collectively, the
“Offer Documents”). The
Companies are making the tender offers and consent solicitations in connection with the previously
announced acquisition of SFC by J&F Participações, S.A., a Brazilian corporation (the
“Acquisition”).
The tender offers by each Company will expire on the Offer Expiration Date and the deadline for
holders of the Notes to tender their Notes will be the Offer Expiration Date. The right to
withdraw tendered Notes and to revoke delivered consents terminated upon execution of the
supplemental
indentures.
The tender offers are conditioned upon, among other things, the consummation of the Acquisition.
Each Company expects to pay for any of its Notes purchased pursuant to its tender offer and consent
solicitation in same-day funds on a date promptly following the satisfaction or waiver of the
conditions to the closing of the Acquisition and the acceptance of such validly tendered and not
withdrawn Notes.
The Companies have retained J.P. Morgan Securities Inc. to act as the Dealer Manager and the
Solicitation Agent in connection with the tender offers and consent solicitations. Questions about
the tender offers and consent solicitations may be directed to J.P. Morgan Securities Inc. at (800)
245-8812 (toll free) or (
212) 270-1477 (collect). Copies of the Offer Documents may be obtained
from D.F. King & Co., Inc., the Information Agent for the tender offers and consent solicitations,
at (
800) 290-6427 (toll free) or (
212) 269-5550 (collect).
The tender offers and consent solicitations are being made solely on the terms and conditions set
forth in the Offer Documents. Under no circumstances shall this
press release constitute an offer
to buy or the solicitation of an offer to sell the Notes or any other securities of any of the
Companies. No recommendation is made as to whether holders of the Notes should tender their Notes.
About Swift & Company
With nearly $10 billion in annual sales, Swift & Company is the third-largest processor of fresh
beef and pork in the U.S. and the largest beef processor in Australia. Founded in 1855 and
headquartered in Greeley, Colorado, Swift processes, prepares, packages, markets and delivers
fresh, further-processed and value-added beef and pork products to customers in the United States
and international markets. For more information please visit
www.swiftbrands.com.
Information Concerning Forward-Looking Statements
This
press release contains certain statements, projections and forecasts regarding Swift &
Company’s future business plans, financial results, products and performance that constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by the use of such words as
“may,”
“will,” “should,” “expects,” “plans,” “anticipates” and
“believes.” There are a number of risks
and uncertainties that could cause the actual results to differ materially. Some of these risks
and uncertainties include product liability claims and recalls, livestock disease, fluctuating raw
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material costs and selling prices, changes in consumer preferences, compliance with environmental
regulations and labor relations, operating in a competitive environment, uncertainties related to
the completion of the Acquisition, including the fulfillment or waiver of conditions to the closing
under the related merger agreement, and other general economic conditions and other risks described
in S&C Holdco 3’s Annual Report on Form 10-K filed with the Securities and Exchange Commission and
available on the SEC’s
website. Statements in this
press release are based on the information
available to the Companies as of the date of this release. The Companies undertake no obligation
to update the information contained in this
press release.
Swift & Company files information with the Securities and Exchange Commission under its parent’s
name of S&C Holdco 3, Inc. Filings may be viewed at:
http://www.sec.gov.
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