Chiquita Announces Proposed Refinancing

By Chiquita Brands International Inc., PRNE
Sunday, June 26, 2011

CINCINNATI, June 27, 2011 -


- Refinancing Includes Proposed
New Term Loan and Tender Offer for a Portion of its 8 7/8%

Senior Notes due 2015

Chiquita Brands International, Inc. (NYSE: CQB) today announced
that it has commenced a refinancing of a portion of its existing
indebtedness, including its 8 7/8% Senior Notes due 2015 and
existing Senior Credit Facility. As part of the refinancing, the
company has commenced a cash tender offer (the “Offer”) for $100
million
of approximately $177 million outstanding aggregate
principal amount of its 8 7/8% Senior Notes due 2015 (CUSIP No.
170032AS5) (the “Notes”). The terms of the Offer are described in
the Offer to Purchase, dated June 27, 2011 (the “Offer to
Purchase”), and a related Letter of Transmittal (the “Letter of
Transmittal”), which are being sent to holders of Notes.

The Offer is being conducted in connection with the company’s
efforts to enter into a new senior credit facility which is
expected provide for a new $250 million term loan and a $150
million
revolving credit facility to replace its existing revolving
line of credit. The net proceeds from the new term loan will be
used to refinance the approximately $155 million that will then be
outstanding under the company’s current term loan and to fund,
together with available cash, the purchase of the tendered Notes
that are accepted for purchase pursuant to the Offer.

Holders must validly tender and not validly withdraw their Notes
prior to the early tender deadline of 5:00 p.m., New York City
time, on July 11, 2011, unless extended (the “Early Tender
Deadline”), in order to be eligible to receive the “Total
Consideration.” The Total Consideration will equal $1,033.33 per
$1,000 principal amount of Notes, which includes an early tender
payment of $10 per $1,000 principal amount of Notes, plus any
accrued and unpaid interest on the Notes up to, but not including,
the payment date for the Notes.

The Offer expires at 8:00 a.m., New York City time, on July 26,
2011
unless extended (the “Expiration Date”). Holders who validly
tender their Notes after the Early Tender Deadline but on or prior
to the Expiration Date shall be eligible to receive the “Tender
Offer Consideration” equal to $1,023.33 per $1,000 principal amount
of Notes, plus any accrued and unpaid interest on the Notes up to,
but not including, the payment date for the Notes. Holders of Notes
tendered after the Early Tender Deadline will not be eligible to
receive the early tender payment.

The Early Tender Deadline and the Expiration Date may be
extended, and the company may withdraw or not complete the Offer.
Except in certain circumstances, Notes tendered may not be
withdrawn after 5:00 p.m., New York City time, on July 11,
2011
.

The aggregate principal amount of Notes purchased in the Offer
will be subject to proration and other terms set forth in the Offer
to Purchase. If the aggregate principal amount of Notes tendered
exceeds $100 million, the sum of each holder’s validly tendered
Notes accepted for purchase will be determined by multiplying each
holder’s tender by the proration factor, and rounding the product
to the nearest $1,000. The proration factor will be determined by
the company as soon as practicable after the Expiration Date and
announced by press release or other permitted means.

The Offer is subject to a number of conditions that are set
forth in the Offer to Purchase, including, without limitation, the
receipt by the company of net proceeds from one or more debt
financings, which may include the new senior secured credit
facility, that together with $12 million of available cash are
sufficient to pay the total consideration (including the early
tender payment) for the tender of at least $100 million aggregate
principal amount of Notes plus estimated fees and expenses relating
to the Offer.

The company’s obligations to accept any Notes tendered and to
pay the consideration for them are set forth solely in the Offer to
Purchase and the Letter of Transmittal. There can be no assurance
that the company will consummate one or more new debt financings or
that the proceeds therefrom, when combined with the company’s other
available funds, will be sufficient to pay the total consideration
in connection with the Offer.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes. The Offer is made only
by, and pursuant to the terms of, the Offer to Purchase, and the
information in this press release is qualified by reference to the
Offer to Purchase and the Letter of Transmittal. Subject to
applicable law, the company may amend, extend, waive conditions to
or terminate the Offer, including to increase the principal amount
of Notes it may accept.

The Company has engaged BofA Merrill Lynch and Barclays Capital
as the dealer managers for the Offer. Persons with questions
regarding the Offer should contact BofA Merrill Lynch at
+1-888-292-0070 (toll-free) or +1-980-388-9217 (collect) or
Barclays Capital at +1-800-438-3242 (toll-free) or +1-212-528-7581
(collect). Requests for copies of the Offer to Purchase or other
tender offer materials may be directed to Global Bondholder
Services Corporation, the information agent for the tender offer,
at +1-866-873-7700 (toll-free) or +1-212-430-3774 (banks and
brokers).

About Chiquita Brands International,
Inc.

Chiquita Brands International, Inc. (NYSE: CQB) is a leading
international marketer and distributor of high-quality fresh and
value-added food products - from energy-rich bananas and other
fruits to nutritious blends of convenient green salads. The company
markets its healthy, fresh products under the Chiquita® and Fresh
Express® premium brands and other related trademarks. With annual
revenues of more than $3 billion, Chiquita employs more than 21,000
people and has operations in nearly 70 countries worldwide. For
more information, please visit our corporate web site at href="www.chiquitabrands.com/">www.chiquitabrands.com.

Forward-looking Statements

This press release contains certain statements that are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of Chiquita, including the
customary risks experienced by global food companies, such as
prices for fuel and other commodity inputs, currency exchange rate
fluctuations, industry and competitive conditions (all of which may
be more unpredictable in light of continuing uncertainty in the
global economic environment), government regulations, food safety
issues and product recalls affecting us or the industry, labor
relations, taxes, political instability and terrorism; unusual
weather events, conditions or crop risks; access to, and cost of,
financing; the outcome of pending litigation and governmental
investigations involving us, as well as the legal fees and other
costs incurred in connection with such items; the Company’s ability
to consummate the refinancing of its credit agreement; and other
factors disclosed in our reports filed with the Securities and
Exchange Commission (”SEC”).

Any forward-looking statements made in this press release speak
as of the date made and are not guarantees of future performance.
Actual results or developments may differ materially from the
expectations expressed or implied in the forward-looking
statements, and the company undertakes no obligation to update any
such statements. Additional information on factors that could
influence Chiquita’s financial results is included in its SEC
filings, including its Annual Report on Form 10-K, as amended,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Ed Loyd, +1-513-784-8935, eloyd at chiquita.com

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