Michael Foods Announces Pricing Of Senior Unsecured Notes Offering

      Michael Foods Announces Pricing Of Senior Unsecured Notes Offering

PR Newswire

MINNETONKA, Minn., Dec. 11, 2012

MINNETONKA, Minn., Dec. 11, 2012 /PRNewswire/ -- Michael Foods Group, Inc.
(the "Company") today announced that its indirect parent company, Michael
Foods Holding, Inc., a Delaware corporation (the "Parent"), has priced a
private offering of $275 million aggregate principal amount of 8.500% / 9.250%
senior notes due 2018 (the "Notes"). The Notes are being sold at an issue
price of 99.500% and will pay interest semi-annually on January 15 and July 15
of each year, commencing on July 15, 2013. The Parent will be required to pay
interest on the Notes entirely in cash unless certain conditions are
satisfied, in which case the Parent may be entitled to pay some or all of the
interest on the Notes by increasing the principal amount of the Notes or by
issuing new Notes ("PIK Interest"). Cash interest will accrue at the annual
rate of 8.500%, and PIK Interest will accrue at the annual rate of 9.250%.
The Notes will be the senior, unsecured obligations of the Parent. The Parent
intends to use the net proceeds from this offering, together with cash on
hand, to pay cash dividends on, and/or make other payments in respect of, the
Parent's equity interests.

The sale of the Notes is expected to be consummated on December 18, 2012,
subject to customary closing conditions.

The Notes are being offered and sold to qualified institutional buyers in the
United States pursuant to Rule 144A and to certain persons outside the United
States pursuant to Regulation S under the Securities Act of 1933, as amended
(the "Securities Act"). The Notes have not been and will not be registered
under the Securities Act or the securities laws of any state and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements under the Securities Act and any
applicable state securities laws.

Neither this press release nor the information contained herein constitutes an
offer to sell or the solicitation of an offer to buy the Notes, nor shall
there be any sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. Any offer of the Notes will be
made only by means of a private offering circular.

Forward-Looking Statements

Certain items contained in this press release may be "forward-looking
statements." Forward-looking statements include statements concerning our
plans, objectives, goals, strategies, future events, future sales or
performance, capital expenditures, financing needs, ability to fund
operations, intentions relating to acquisitions, our competitive strengths and
weaknesses, our business strategy and the trends we anticipate in the
industries and economies in which we operate and other information that is not
historical information. When used herein, the words "estimates," "expects,"
"anticipates," "projects," "plans," "intends," "believes" and variations of
such words or similar expressions are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future
performance. All forward-looking statements are based upon our current
expectations and various assumptions. Our expectations, beliefs and
projections are expressed in good faith, and we believe there is a reasonable
basis for them, but there can be no assurance that our expectations, beliefs
and projections will be realized. Readers are cautioned not to place undue
reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the United States
federal securities laws, we do not have any intention or obligation to
publicly update or revise any forward-looking statements after we distribute
this press release, whether to reflect any future events or circumstances or
otherwise. There are a number of risks and uncertainties that could cause
actual events to differ materially from the forward-looking statements
contained in this press release, including the factors described under "Risk
Factors" in our 2011 Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March30, 2012.

About the Company

Michael Foods Group, Inc., based in Minnetonka, Minnesota, is a producer and
distributor of food products to the foodservice, retail and food-ingredient
markets. Its principal products are egg products, refrigerated potato
products, cheese and other dairy-case products.

SOURCE Michael Foods Group, Inc.

Contact: Mark Westphal, Senior Vice President and Chief Financial Officer,
+1-952-258-4000
 
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