Premium Brands Holdings Corporation (TSX: PBH) has issued 2,631,000 common shares from treasury to Canada Pension Plan Investment Board (CPPIB), by way of private placement, at a price of $76.02 per common share for gross proceeds of approximately $200 million.
CPPIB received a capital commitment payment equal to 2.5% ($5 million) of the aggregate subscription price of the CPPIB private placement.
The common shares of Premium Brands issued to CPPIB represent approximately 7.1% of the outstanding common shares of Premium Brands following closing of the CPPIB investment and a $60 million concurrent financing at same CPPIB offering price with certain shareholders of the company.
CPPIB will become the third largest shareholders in Premium Brands Holdings.
AS of March 13, 2019, Mackenzie Financial Corporation and Pender West Investors Inc. were two largest shareholders controlling 10.8% and 9.7% of the outstanding common shares respectively.
As part of the investment, Premium Brands has also agreed, subject to certain conditions, to provide CPPIB with certain board nomination rights and a pre-emptive right to participate in future public and private offerings of securities.
photo credit: Premium Brands
News Release
Premium Brands Announces Cornerstone Investment from CPPIB
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Vancouver, B.C., May 21, 2019. Premium Brands Holdings Corporation (“Premium Brands” or the “Company”) (TSX:PBH) is pleased to announce that it has completed a private placement of 2,631,000 common shares from treasury to Canada Pension Plan Investment Board (“CPPIB”) at a price of $76.02 per common share for aggregate gross proceeds of approximately $200 million (the “CPPIB Private Placement”). This is based on a 1.5% discount to the five-day volume-weighted average trading price of the Company’s common shares as of the close of trading on May 17, 2019.
Premium Brands intends to use the net proceeds of the CPPIB Private Placement to repay debt, finance organic and acquisition growth opportunities and for general corporate purposes.
Strategic Rationale
- Long-Term Strategic Partner – CPPIB has a strong track record of supporting long-term value creation in its investments both within Canada and internationally.
- Strengthened Financial Position – Based on the Company’s unutilized credit capacity as at March 30, 2019, together with the net proceeds of the CPPIB Private Placement and the Concurrent Financing (as defined herein), the Company expects to have approximately $416 million of liquidity to support its organic and acquisition growth opportunities.
“We are very pleased to be entering into this long-term partnership with CPPIB as we embark on the next stage of our growth strategy,” said George Paleologou, President and CEO of Premium Brands. “As we have expanded our footprint across North America our pipeline of acquisition and organic growth opportunities has scaled dramatically. By partnering with CPPIB not only do we better position ourselves to execute on these opportunities but we also secure a long term focused shareholder who shares our values and vision for the future. Furthermore, we gain access to the insights of a leading global investor, which will become increasingly important as we start to look beyond North America,” added Mr. Paleologou.
“Premium Brands’ strong track record of value creation, combined with its opportunities to expand its portfolio in Canada and the U.S., make this a compelling investment for CPPIB,” said Deborah Orida, Senior Managing Director & Global Head of Active Equities, CPPIB. “This investment builds on our Relationship Investments group’s strategy to provide strategic, long-term capital to leading public companies where we can help create greater value through ongoing partnership,” added Ms. Orida.
Details of the CPPIB Private Placement
The common shares of Premium Brands issued to CPPIB pursuant to the CPPIB Private Placement represent approximately 7.1% of the outstanding common shares of the Company following closing of the transaction and the Concurrent Financing, as further described below. Premium Brands has also agreed, subject to certain conditions, to provide CPPIB with certain board nomination rights in respect of its investment in the Company and a pre-emptive right to participate in future public and private offerings of securities of the Company. In addition, CPPIB also received a capital commitment payment from the Company equal to 2.5% of the aggregate subscription price of the CPPIB Private Placement.
Premium Brands will file copies of the subscription agreement and the registration rights agreement on the Company’s SEDAR profile at www.sedar.com.
Concurrent Financing
Concurrent with the closing of the CPPIB Private Placement, Premium Brands is pleased to announce that it has entered into subscription agreements with certain shareholders of the Company pursuant to which such shareholders have agreed to purchase on a private placement basis an aggregate of 788,000 common shares from treasury at a price of $76.02 per share for aggregate gross proceeds of approximately $60 million (the “Concurrent Financing”).
Premium Brands expects to close the Concurrent Financing on or about May 23, 2019, subject to certain conditions. Premium Brands intends to use the net proceeds of the Concurrent Financing to repay debt, finance organic and acquisition growth opportunities and for general corporate purposes.
Advisors
Cormark Securities Inc. acted as exclusive financial advisor and Bryan & Company LLP served as legal counsel to Premium Brands.
About Premium Brands Holdings Corporation
Premium Brands Holdings Corporation owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations across Canada and the United States. For further information, please contact George Paleologou, President and CEO or Will Kalutycz, CFO at (604) 656-3100.
www.premiumbrandsholdings.com
About Canada Pension Plan Investment Board
Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits in the best interests of 20 million contributors and beneficiaries. In order to build a diversified portfolio, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, São Paulo and Sydney, CPPIB is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At March 31, 2019, the CPP Fund totalled C$392.0 billion. For more information about CPPIB, please visit www.cppib.com or follow us on LinkedIn, Facebook or Twitter.
www.cppib.com