PARSIPPANY, N.J., Oct. 23, 2018 (GLOBE NEWSWIRE) -- 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the consummation of the Acquisition, or the redemption of the Notes may not occur and the Notice of Redemption may be rescinded in the event that the Acquisition Agreement is terminated or the Acquisition is otherwise not consummated by December 4, 2018 (the date that is 60 days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 2024
CUSIP: 72347Q AL7
For further information, please contact:
Telephone: (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."