The Deal: Pinnacle Foods Picks Up Wish-Bone for $580M

NEW YORK ( The Deal) -- Private equity-backed food conglomerate Pinnacle Foods ( PF), maker of Hungry Man dinners, broke off the Wish-Bone salad dressing unit from Unilever plc/NV ( UN) for $580 million, in a deal announced Monday, Aug. 12.

The purchase price will be funded with cash on hand and debt, Pinnacle said.

According to sources, the salad dressing brand had been on the block for several months. Next on Unilever's buffet of food brands up for disposal is its pasta sauce business including Ragu, sources said.

The deal by Unilever to sell Wish-Bone--which holds the number three position in the salad dressing category--to Pinnacle is expected to completed in the late third quarter or early fourth quarter. The Wish-Bone business includes the Western salad dressing brand and has total annual sales of $190 million.

Pinnacle said that since the acquisition is structured as an asset purchase, it will realize $125 million in tax benefits on a net present basis.

The food group also said it will invest $40 million to $50 million to produce Wish-Bone and Western brand products in its existing facilities. In the interim, Unilever will continue to manufacture the salad dressings as a third party manufacturer.

Once synergies are implemented with manufacturing shifting to Pinnacle by 2015, the company said full run-rate EBITDA for the salad dressing business will be $65 million.

Pinnacle in April arranged a $1.8 billion loan facility for refinancing. Part of that package included a $1.63 billion term loan due in 2020 and a $150 million revolving credit facility due in 2018. The term loan and the revolver were both priced at Libor plus 250 basis points, with the LIBOR floor at 0.75%. Bank of America Merrill Lynch ( BAC) led the refinancing of debt associated with the Blackstone Group's ( BX) $3 billion buyout of Pinnacle on 2007.

Blackstone took the company public this last March, raising $580 million, which was partially used to pay down debt.

Prior to selling Wish-Bone, Unilever in January unloaded its Skippy peanut butter business for $700 million to Hormel Foods ( HRL). Justifying that purchase price was Skippy's leading position in China, where Hormel plans to leverage to sell more of its own products such as a Spam.

Unilever is increasingly focusing on beauty and personal care, as well as consumer household cleaning products.

Pinnacle, based in Parsippany, N.J., has around 4,400 employees and manages brands such as Duncan Hines, Vlasic pickles, Mrs. Butterworth's and Log Cabin syrups, Armour canned meats, Birds Eye frozen vegetables, Van de Kamp's and Mrs. Paul's frozen seafood, Hungry-Man frozen dinners and entrees, Aunt Jemima frozen breakfasts, Lender's frozen and refrigerated bagels, and Celeste frozen pizza, among others, in addition to a private label business.

Providing Pinnacle with financial advice was a Bank of America Merrill Lynch team consisting of Carl Stickel, David Finkelstein, John Golding, Kevin England and Tommaso Bernardi. A Simpson Thacher & Bartlett team consisting of Dan Clivner, Michael Reeves, Denis Griffin, Alden Millard, Brian Gluck, Josh Walker and Michael Hasper provided Pinnacle with legal advice. Unilever was advised by Andre Kelleners at Goldman, Sachs and a Cravath, Swaine & Moore team including Mark Greene, Gregory Ligelis Jr., Michael Schler, David Kappos and Matthew Moreale.

Written by Richard Collings.