April 15, 2013
/PRNewswire/ -- In connection with its previously-announced debt refinancing, Pinnacle Foods Inc. (NYSE: PF) today announced that its indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC ("Pinnacle Foods"), intends to offer, subject to market and other conditions,
aggregate principal amount of senior unsecured notes due 2021 (the "Notes") in a private offering.
Pinnacle Foods intends to use the net proceeds from the offering, together with a portion of the proceeds from term loan borrowings pursuant to the previously-announced refinancing of its senior secured credit facilities and cash on hand, to redeem all
aggregate principal amount of its 8.25% Senior Notes due 2017 (the "2017 Notes") and to pay related premiums, fees and expenses. The obligation of Pinnacle Foods to redeem the 2017 Notes will be conditioned upon the consummation of this offering.
The Notes will be co-issued with Pinnacle Foods' wholly-owned subsidiary, Pinnacle Foods Finance Corp., and guaranteed by Pinnacle Foods Inc. and all of Pinnacle Foods' existing and future domestic subsidiaries that guarantee Pinnacle Foods' senior secured credit facilities.
The Notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside
the United States
under Regulation S of the Securities Act. The Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in
the United States
absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.