Premium Brands Holdings Corporation Announces the Completion of the Acquisition of Stampede Culinary Partners, Inc.

Executive Summary

• Premium Brands Holdings Corp. completed its acquisition of Stampede Culinary Partners, Inc. for an aggregate purchase price of approximately US $688 million.
• The transaction was financed through a $665 million public offering (subscription receipts and 5.50% convertible debentures) and a $102 million draw on the company’s revolving credit facility.
• As part of the financing, 5,046,860 new common shares were issued in exchange for subscription receipts, with trading to commence immediately on the TSX after delisting of the receipt securities.

Key Details

• Purchase Price: ~US $688 million total, comprising:
• Base price US $662.5 million (US $512.5 M cash + US $150 M common shares ≈ 2.2 M shares).
• Net working‑capital adjustments ≈ US $10.5 M.
• Reimbursement for cash on hand ≈ US $15 M.
• Financing Structure:
• Public Subscription Receipts: 3,303,260 receipts @ $97.50 each → gross proceeds ≈ $322 M.
• Convertible Debentures: $172.5 M principal (5.50% unsecured subordinated) @ $1,000 per debenture → gross proceeds $172.5 M.
• Placement Subscription Receipts (private placement): 1,743,600 receipts @ $97.50 each → gross proceeds ≈ $170 M.
• Total Offering Gross Proceeds: Approximately $665 M.
• Revolving Credit Facility Draw: ~$102 M used to fund the remaining cash portion of the acquisition.
• Underwriter Syndicates:
• Public Subscription Receipts and Debentures offered by a syndicate led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial, Raymond James Ltd., and Scotiabank, with participation from multiple other banks.
• Concurrent Private Placement book‑run solely by CIBC Capital Markets.
• Share Issuance on Receipt Exchange: All outstanding subscription receipts were automatically exchanged for one common share each, resulting in issuance of 5,046,860 shares; these shares are subject to a four‑month hold period under Canadian securities law.
• Trading Impact: Subscription receipts expected to be halted and delisted from the TSX at market close on the announcement date; newly issued shares will begin trading immediately thereafter.

Notable Quotes

(No direct quotes were provided in the release.)