Premium Brands Holdings Corporation Announces the Exercise of the Over-Allotment Options in Connection with its Recently Completed $600 million Equity and Convertible Debenture Offerings

Executive Summary

• Premium Brands Holdings Corporation announces the full exercise of over-allotment options related to its previously completed $600 million equity and convertible debenture offering, increasing total gross proceeds to approximately $665 million.
• The transaction involves the issuance of additional subscription receipts and convertible debentures, with proceeds designated to fund the indirect acquisition of Stampede Culinary Partners, Inc. and associated transaction expenses.
• The closing of the over-allotment options is scheduled for December 19, 2025.

Key Details

• Over-Allotment Subscription Receipts:
  • Quantity: 430,860 additional subscription receipts.
  • Price: $97.50 per receipt.
  • Gross Proceeds: Approximately $42 million.
  • Use of Proceeds: Held in escrow pending the closing of the acquisition of Stampede Culinary Partners, Inc.; subsequently used to finance the acquisition and offering/acquisition expenses.
• Over-Allotment Debentures:
  • Quantity: Additional $22.5 million aggregate principal amount.
  • Terms: 5.50% convertible unsecured subordinated debentures.
  • Price: $1,000 per debenture.
  • Use of Proceeds: Initially used to reduce existing indebtedness under the senior revolving credit facility, thereby increasing available draw capacity to finance the acquisition and expenses.
• Total Financing Impact:
  • Original Offering Size: $600 million.
  • Additional Proceeds: ~$64.5 million ($42M equity/receipts + $22.5M debentures).
  • New Total Gross Proceeds: Approximately $665 million.
• Acquisition Context:
  • Target: Stampede Culinary Partners, Inc. (indirect acquisition of all issued and outstanding shares).
  • Funding Structure: Net proceeds from subscription receipts (escrowed), net proceeds from debentures (debt reduction to free up credit facility), and a draw on the senior revolving credit facility for the balance of the cash purchase price.
• Closing Date: Expected December 19, 2025.
• Underwriters: CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Raymond James Ltd., and Scotiabank.

Notable Quotes

• No direct quotes from management were included in the provided text.