Premium Brands Holdings Corporation Announces $150 Million Convertible Unsecured Subordinated Debenture Financing to Fund Future Acquisitions and for General Corporate Purposes

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VANCOUVER, British Columbia, May 24, 2022 (GLOBE NEWSWIRE) — Premium Brands Holdings Corporation (“Premium Brands” or the “Company”) (TSX: PBH), a leading manufacturer, marketer and distributor of branded specialty food products, is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc., BMO Capital Markets, CIBC Capital Markets and Scotiabank (collectively, the ” underwriters”), pursuant to which the Company will issue on a “bought deal” basis, subject to regulatory approval, an aggregate principal amount of $150,000,000 of convertible unsecured subordinated debentures ( the “Debentures”) at a price of $1,000 per Debenture (the “Offering”). The Company has also granted the underwriters an over-allotment option to purchase up to $22,500,000 in additional aggregate principal amount of Debentures, on the same terms, exercisable in whole or in part at any time for a period of up to up to 30 days after the closing of the Offer, to cover over-allotments, if applicable. If the Over-Allotment Option is exercised in full, the aggregate gross proceeds to be raised under the Offering will be $172,500,000.

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The Company intends to use the net proceeds of the offering to reduce existing indebtedness under its senior revolving credit facility, thereby increasing the amount available to be drawn down, if needed, to fund potential strategic acquisitions and future capital projects, which may arise, and for general corporate purposes.

The debentures will bear interest from the date of issue at the rate of 5.40% per annum, payable semi-annually in arrears on September 30 and March 31 of each year, commencing on March 31, 2023, and will have an maturity on September 30, 2029 (the “Maturity Date”).

The Debentures will be convertible at the option of the holder 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 the redemption of the Debentures into common shares of the Company (” common shares”) at a conversion price of $160.25 per common share, representing a conversion rate of 6.2402 common shares for each $1,000 principal amount of debentures.

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The Offering is expected to close on or about June 13, 2022. The Offering is subject to normal regulatory approvals, including the approval of the Toronto Stock Exchange.

The Debentures will be offered in each of the provinces and territories of Canada by way of short form prospectus and by way of private placement in the United States to “qualified institutional purchasers” pursuant to Rule 144A or on a basis not not require registration under the United States Securities Act of 1933, as amended.

ABOUT PREMIUM BRANDS

Premium Brands has a broad portfolio of leading businesses in specialty food manufacturing and differentiated food distribution with operations across Canada and the United States.

For more information, please contact George Paleologou, President and CEO or Will Kalutycz, Chief Financial Officer at (604) 656-3100.

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www.premiumbrandsholdings.com

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities law, and may not be offered, sold, directly or indirectly, or delivered to the United States. of America and its territories and possessions or to, or on behalf of or for the benefit of persons of the United States, except in certain transactions exempt from the registration requirements of this law. This press release does not constitute an offer to sell or a solicitation to buy such securities in the United States, Canada or any other jurisdiction where such an offer is unlawful.

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