Premium Brands closes $600-million financing

Executive Summary

• Premium Brands Holdings Corp. has closed a combined $600 million financing package consisting of public and private subscription receipts and convertible unsecured subordinated debentures.
• The gross proceeds are primarily intended to finance the company's previously announced indirect acquisition of Stampede Culinary Partners Inc., with remaining proceeds used to reduce existing indebtedness and cover offering/acquisition expenses.
• The transaction includes an overallotment option for both the equity and debt components, exercisable for 30 days, and the acquisition is expected to close by the end of January 2026, subject to regulatory and third-party approvals.

Key Details

• Total Gross Proceeds: Approximately $600 million.
• Subscription Receipts (Public):
  • Quantity: 2,872,400 subscription receipts.
  • Price: $97.50 per receipt.
  • Gross Proceeds: Approximately $280 million.
  • Underwriters: Syndicate led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Raymond James Ltd., and Bank of Nova Scotia.
• Subscription Receipts (Private Placement):
  • Quantity: 1,743,600 subscription receipts.
  • Price: $97.50 per receipt.
  • Gross Proceeds: Approximately $170 million.
  • Investors: Alberta Investment Management Corp. and Jarislowsky Fraser Global Investment Management (division of 1832 Asset Management LP).
  • Agent: CIBC Capital Markets.
• Convertible Debentures:
  • Aggregate Principal Amount: $150 million.
  • Price: $1,000 per debenture.
  • Gross Proceeds: $150 million.
  • Interest Rate: 5.50% per annum, payable semi-annually in arrears on June 30 and December 31, commencing June 30, 2026.
  • Maturity Date: December 31, 2032.
  • Conversion Price: $156 per common share.
  • Conversion Rate: 6.4103 common shares for each $1,000 principal amount.
  • Underwriters: Syndicate led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial, Raymond James, and Scotiabank.
• Overallotment Options:
  • Subscription Receipts: Option to purchase up to 430,860 additional public subscription receipts.
  • Debentures: Option to purchase up to $22.5 million aggregate principal amount of debentures.
  • Exercisability: In whole or in part for up to 30 days following closing.
• Use of Proceeds:
  • Subscription Receipt Proceeds: Held in escrow pending closing of the acquisition; released to finance the acquisition, offering expenses, and acquisition expenses.
  • Debenture Proceeds: Initially used to reduce existing indebtedness under the senior revolving credit facility to increase available draw capacity for the acquisition, offering expenses, and acquisition expenses.
  • Balance of Acquisition: Financed by a draw on the revolving credit facility.
• Acquisition Details:
  • Target: Stampede Culinary Partners Inc. (indirect acquisition of all issued and outstanding shares).
  • Closing Conditions: Satisfaction of customary conditions, including Hart-Scott-Rodino Antitrust Improvements Act approvals and third-party consents.
  • Expected Closing: End of January 2026.
• Trading:
  • Subscription receipts trade under symbol PBH.R.
  • Debentures trade under symbol PBH.DB.K.
  • Trading commenced on the date of the release.

Notable Quotes

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