Premium Brands Holdings Corporation Announces Completion of $230 Million Public Offering of Common Shares and $57.5 Million Concurrent Private Placement of Common Shares
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VANCOUVER, BC, Dec. 1, 2020 /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 2,358,650 common shares of the Company (the "Offered Shares") at a price (the "Offering Price") of $97.55 per Offered Share (including 307,650 common shares of the Company issued in connection with the exercise, in full, of the Underwriters' (as defined below) over-allotment option) (the "Offering").
The Offered Shares were offered to the public through a syndicate of underwriters which was co-led by Cormark Securities Inc., BMO Capital Markets, CIBC Capital Markets, National Bank Financial Inc. and Scotiabank, and included RBC Dominion Securities Inc., TD Securities Inc., Desjardins Securities Inc., Industrial Alliance Securities Inc., Merrill Lynch Canada Inc., and Wells Fargo Securities Canada, Ltd. (collectively, the "Underwriters").
Concurrent with the closing of the Offering, Premium Brands completed a private placement (the "Concurrent Private Placement") of 590,000 common shares of the Company at the Offering Price with Canada Pension Plan Investment Board ("CPP Investments") (including 77,000 common shares of the Company issued in connection with the exercise, in full, of CPP Investments' additional share option), for aggregate gross proceeds to the Company of approximately $57.5 million. The common shares issued to CPP Investments pursuant to the Concurrent Private Placement will be subject to a four-month statutory hold period from the date of issue, subject to certain exempt trades permitted by applicable securities legislation.
Premium Brands intends to use the net proceeds of the Offering and the Concurrent Private Placement to temporarily reduce indebtedness under Premium Brands' revolving credit facility (the "Revolving Credit Facility"), which will then be drawn upon to fund the purchase price of Premium Brands' previously-announced proposed acquisition of Clearwater Seafoods Incorporated (the "Clearwater Transaction"). If the Clearwater Transaction is not completed, Premium Brands intends to use the net proceeds of the Offering and the Concurrent Private Placement to reduce existing indebtedness under the Revolving Credit Facility, thereby increasing the amount available to be drawn under the Revolving Credit Facility, as required, to fund future potential strategic acquisitions and capital projects.
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 its business operations, strategy and financial performance and condition. 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 the date hereof, 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.
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 and the Concurrent Private Placement.
Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements are outlined under Risk Factors in the Company's final short form prospectus dated November 23, 2020 and under Risks and Uncertainties in the Company's MD&A for the 13 and 39 weeks ended September 26, 2020 and for the 13 and 52 weeks ended December 28, 2019, each of which is filed electronically through SEDAR and is available online at www.sedar.com.
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 under Forward-Looking Information in the Company's final short form prospectus dated November 23, 2020 and under Forward Looking Statements in the Company's MD&A for the 13 and 39 weeks ended September 26, 2020 and for the 13 and 52 weeks ended December 28, 2019. 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.
SOURCE Premium Brands Holdings Corporation
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