Premium Brands Holdings Corporation Announces Completion of $150 Million Public Offering of 5.50% Convertible Unsecured Subordinated Debentures

Associated Press

19-03-2025

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, BC, March 19, 2025 /CNW/ - 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 $150,000,000 aggregate principal amount of 5.50% convertible unsecured subordinated debentures (the 'Offered Debentures') at a price (the 'Debenture Issuance Price') of $1,000 per Offered Debenture, for aggregate gross proceeds to the Company of $150,000,000 (the 'Offering').
The Offered Debentures were offered to the public through a syndicate of underwriters which was co-led by CIBC Capital Markets, National Bank Financial Inc., BMO Capital Markets and Scotiabank, and included Desjardins Securities Inc., Raymond James Ltd., RBC Dominion Securities Inc., TD Securities Inc., Canaccord Genuity Corp., Cormark Securities Inc., Stifel Nicolaus Canada Inc. and Ventum Capital Markets (collectively, the 'Underwriters'). The Company has also granted to the Underwriters an over-allotment option to purchase up to an additional $22,500,000 aggregate principal amount of 5.50% convertible unsecured subordinated debentures each at the Debenture Issuance Price per debenture, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering.
The Company intends to use the net proceeds of the Offering (including the net proceeds of the Over-Allotment Option, if any) to temporarily reduce existing indebtedness under one of its revolving credit facilities (the 'Credit Facility'), thereby increasing the amount available to be drawn under such Credit Facility, as required, to partially fund the payout of its 4.65% convertible unsecured debentures, due April 30, 2025 (including accrued but unpaid interest thereon).
The Offered Debentures will bear interest from the date of issue at 5.50% per annum, payable semi‐annually in arrears on March 31 and September 30 of each year commencing September 30, 2025 and have a maturity date of March 31, 2030 (the 'Maturity Date').
The Offered Debentures 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 Offered Debentures into common shares at a conversion price of $126.15 per common share (the 'Conversion Price'), subject to adjustments as provided in the indenture governing the Offered Debentures. The Conversion Price equates to a conversion rate of 7.9271 common shares for each $1,000 principal amount of Offered Debentures.
The Offered Debentures are listed on the Toronto Stock Exchange under the symbol 'PBH.DB.J'.
About Premium Brands
Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations across Canada, the United States and Italy.
Forward-Looking Statements
This press release contains forward looking statements with respect to the Company, including, without limitation, its intended use of the offering proceeds. While management believes that the expectations reflected in such forward looking statements are reasonable and represent the Company's internal expectations and belief as of March 19, 2025, there can be no assurance that such expectations will prove to be correct as such forward looking 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.
Forward looking 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. These forward looking statements include statements with respect to the Company's intended use of the net proceeds of the Offering.
Some of the factors that could cause actual results to differ materially from the Company's expectations are referenced in the Company's final short form prospectus dated March 14, 2025 under Risk Factors and in the Risks and Uncertainties section in the Company's MD&A for the 13 and 39 Weeks ended September 28, 2024, each of which is filed electronically through SEDAR+ and is available online at www.sedarplus.ca.
Assumptions used by the Company to develop forward looking statements contained in this press release are based on information currently available to the Company and include those assumptions outlined in the Company's final short form prospectus dated March 14, 2025 under Forward-Looking Information and in the Company's MD&A for the 13 and 39 Weeks ended September 28, 2024 under Forward Looking Statements. Readers are cautioned that this information is not exhaustive.
Unless otherwise indicated, the forward looking statements in this document are made as of the date hereof and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking statements in this press release.