SOURCE: Premium Brands Holdings Corporation

Premium Brands Holdings Corporation

April 12, 2016 07:59 ET

Premium Brands Holdings Corporation Announces Completion of $86,250,000 Financing of 4.65% Convertible Unsecured Subordinated Debentures

VANCOUVER, BC--(Marketwired - April 12, 2016) -

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Premium Brands Holdings Corporation ("Premium Brands" or the "Company") (TSX: PBH), a leading producer, marketer and distributor of branded specialty food products, is pleased to announce the successful closing of the issue and sale of $86,250,000 of 4.65% convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture (the "Offering"). The Debentures were offered to the public through a syndicate of underwriters which was co-led by CIBC Capital Markets and BMO Capital Markets, and included Cormark Securities Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., PI Financial Corp., Canaccord Genuity Corp. and Dundee Securities Ltd. (collectively, the "Underwriters"). The Offering included $11,250,000 of Debentures issued pursuant to the exercise, in full, of the over-allotment option granted to the Underwriters.

The Debentures will bear interest from the date of issue at 4.65% per annum, payable semi-annually in arrears on April 30 and October 31 of each year commencing October 31, 2016 and have a maturity date of April 30, 2021 (the "Maturity Date"). Furthermore, they are convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Company for redemption of the Debentures into common shares at a conversion price of $85.90 per common share (the "Conversion Price"), subject to adjustment as provided in the indenture governing the Debentures. The Conversion Price equates to a conversion rate of 11.6414 common shares for each $1,000 principal amount of Debentures.

The Debentures will be listed on the Toronto Stock Exchange under the symbol "PBH.DB.E".

The Company intends to use the net proceeds of the Offering to fund a portion of the purchase price in connection with the previously announced acquisition (the "Acquisition") of substantially all of the assets and business undertakings of C&C Packing Inc. and its affiliate, Premier Meat Packers (2009) Inc. (collectively, the "Vendors"). The Vendors are suppliers of a variety of fresh and frozen meat products to retailers and foodservice distributors across central and eastern Canada. The closing of the Acquisition is subject to customary closing conditions, and is expected to close on or about April 15, 2016. There can be no assurance that the Acquisition will be completed or, if completed, will be on terms that are substantially the same as those previously announced.

About Premium Brands

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nevada, Ohio and Washington State. The Company services a diverse base of customers located across North America and its family of brands and businesses includes Grimm's, Harvest, McSweeney's, Bread Garden Go, Hygaard, Hempler's, Isernio's, Quality Fast Foods, Direct Plus, Harlan Fairbanks, Creekside Bakehouse, Stuyver's Bakestudio, Centennial Foodservice, B&C Food Distributors, SJ Fine Foods, Shahir, Wescadia, Duso's, Maximum Seafood, Ocean Miracle Seafood, SK Food Group, OvenPride, Hub City Fisheries, Audrey's, Deli Chef, Piller's and Freybe and Expresco.

Forward-Looking Statements

This press release contains forward looking statements with respect to the Company, including its business operations, strategy and financial performance and condition. These statements generally can be identified by the use of forward looking words such as "may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or "continue", or the negative thereof or similar variations.

Although management believes that the expectations reflected in such forward looking statements are reasonable and represent the Company's internal expectations and belief as of April 11, 2016, such statements involve unknown risks and uncertainties beyond the Company's control which may cause its actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.

Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: (i) changes in the cost of raw materials used in the production of Premium Brands' products; (ii) seasonal and/or weather related fluctuations in Premium Brands' sales; (iii) reductions in consumer discretionary spending resulting from changes in economic conditions and/or general consumer confidence levels; (iv) changes in the cost of products sourced from third party manufacturers and sold through Premium Brands' proprietary distribution network; (v) changes in Premium Brands' relationship with its larger customers; (vi) access to commodity raw materials; (vii) potential liabilities and expenses resulting from defects in Premium Brands' products (viii) changes in consumer food product preferences; (ix) competition from other food manufacturers and distributors; (x) execution risk associated with the Corporation's growth and business restructuring initiatives; (xi) risks associated with the Corporation's business acquisition strategies; (xii) changes in the value of the Canadian dollar relative to the U.S. dollar; (xiii) new government regulations affecting the Corporation's business and operations; (xiv) the Corporation's ability to raise the capital needed to fund its various growth initiatives; (xv) labour related issues including potential labour disputes with employees represented by labour unions and labour shortages; (xvi) the loss of and/or the inability to attract key personnel; (xvii) fluctuations in the interest rates associated with the Company's funded debt; (xviii) failure or breach of the Company's information systems; (xix) financial exposure resulting from credit extended to the Company's customers; (xx) the malfunction of critical equipment used in the Company's operations; (xxi) livestock health issues; (xxii) international trade issues; (xxiii) changes in environmental, health and safety standards; (xxiv) the risk that the Acquisition will not be completed; (xxv) possible failure to realize anticipated benefits of the Acquisition; and (xxvi) risks related to the C&C Business, including the loss of certain customers. Details on these risk factors as well as other factors can be found in the Company's 2015 MD&A, which is filed electronically through SEDAR and is available online at www.sedar.com.

Unless otherwise indicated, the forward looking information in this document is made as of April 11, 2016 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking information in this press release.

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