Pinnacle Foods Announces that the Condition for the Redemption of All of Pinnacle Foods Finance LLC and Pinnacle Foods Financ...
24 October 2018 - 12:25AM
Pinnacle Foods Inc. (NYSE: PF) (“Pinnacle Foods”) previously
announced its election to redeem (the “Redemption”) all outstanding
5.875% Senior Notes due 2024 (the “Notes”) of Pinnacle Foods
Finance LLC and Pinnacle Foods Finance Corp. (together, the
“Issuers”) pursuant to a notice of conditional full redemption
dated October 5, 2018 (the “Notice of Redemption”). An
aggregate principal amount of $350,000,000 of the Notes is
currently outstanding and the redemption price would equal 100% of
the principal amount of the Notes plus the Applicable Premium as
of, and accrued and unpaid interest and Additional Interest, if
any, to, but excluding, the Redemption Date (all such capitalized
terms not defined herein are defined in the Notice of Redemption).
The Redemption is conditioned upon the consummation of the
acquisition of Pinnacle Foods by Conagra Brands, Inc. (NYSE: CAG)
(“Conagra”) pursuant to the terms and conditions of the Agreement
and Plan of Merger, dated as of June 26, 2018, among Pinnacle
Foods, Conagra, and Patriot Merger Sub Inc. (the “Acquisition
Agreement”). The Acquisition Agreement was announced on June 27,
2018.
Pinnacle Foods today announced that the Acquisition Condition
(as such term is defined in the Notice of Redemption) will not be
satisfied or waived by the Issuers on or prior to October 24, 2018.
As contemplated in the Notice of Redemption, the Issuers have
delayed the Redemption Date until October 26, 2018.
In the Issuers’ sole discretion, the Redemption Date still may
be delayed until the consummation of the Acquisition, or the
redemption of the Notes may not occur and the Notice of Redemption
may be rescinded in the event that the Acquisition Agreement is
terminated or the Acquisition is otherwise not consummated by
December 4, 2018 (the date that is 60 days following the date of
the Notice of Redemption).
5.875% Senior Secured Notes due 2024CUSIP: 72347Q AL7ISIN:
US72347QAL77
Contact
For further information, please contact:
Jennifer HalchakEmail:
jennifer.halchak@pinnaclefoods.comTelephone: (973) 541-6620
About Pinnacle Foods
Pinnacle Foods Inc. (NYSE:PF) is a leading manufacturer,
marketer and distributor of high-quality branded food products with
a mission of unleashing brand potential. With annual sales in
excess of $3 billion, our portfolio includes well-known brands
competing in frozen, refrigerated and shelf-stable formats, such as
Birds Eye, Birds Eye Voila!, Duncan Hines, Earth Balance, EVOL,
Gardein, Glutino, Hungry-Man, Log Cabin, Udi’s, Vlasic, and
Wish-Bone, along with many others. The company is headquartered in
Parsippany, NJ and has nearly 5,500 employees across the U.S. and
Canada. For more information, please visit
www.pinnaclefoods.com.
Cautionary Statement Regarding Forward Looking
Statements
This document may contain statements that predict or forecast
future events or results, depend on future events for their
accuracy or otherwise contain “forward-looking information.” Among
other things, these forward-looking statements may include
statements regarding the proposed combination of Pinnacle Foods and
Conagra; our beliefs relating to value creation as a result of a
potential combination with Conagra; the expected timetable for
completing the transaction; benefits and synergies of the
transaction; future opportunities for the combined company; and any
other statements regarding Pinnacle Foods’ and Conagra’s future
beliefs, expectations, plans, intentions, financial condition or
performance. The words “estimates,” “expects,”
“contemplates,” “anticipates,” “projects,” “plans,” “intends,”
“believes,” “forecasts,” “may,” “should” and variations of such
words or similar expressions are intended to identify
forward-looking statements. These statements are made based
on management’s current expectations and beliefs concerning future
events and various assumptions and are not guarantees of future
performance. Actual results may differ materially as a result
of various factors, some of which are beyond our control, including
but not limited to: general economic and business conditions,
deterioration of the credit and capital markets, industry trends,
our leverage and changes in our leverage, interest rate changes,
changes in our ownership structure, competition, the loss of any of
our major customers or suppliers, changes in demand for our
products, changes in distribution channels or competitive
conditions in the markets where we operate, costs of integrating
acquisitions, loss of our intellectual property rights,
fluctuations in price and supply of raw materials, seasonality, our
reliance on co-packers to meet our manufacturing needs,
availability of qualified personnel, changes in the cost of
compliance with laws and regulations, including environmental laws
and regulations, the timing and likelihood of completion of the
Acquisition, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals for the
Acquisition that could reduce anticipated benefits or cause the
parties to abandon the transaction, the possibility that Pinnacle
Foods’ stockholders may not approve the Acquisition, the
possibility that the expected synergies and value creation from the
Acquisition will not be realized or will not be realized within the
expected time period, the risk that the businesses of Pinnacle
Foods and Conagra will not be integrated successfully, disruption
from the Acquisition making it more difficult to maintain business
and operational relationships, the risk that unexpected costs will
be incurred, the possibility that the Acquisition does not close,
including due to the failure to satisfy the closing conditions and
the other risks and uncertainties detailed in our filings,
including our Form 10-K, with the Securities and Exchange
Commission (the “SEC”) as well as Conagra’s filings, including its
Form 10-K, with the SEC. There may be other factors that may
cause our actual results to differ materially from the
forward-looking statements. We assume no obligation to update
the information contained in this document except as required by
applicable law."
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