Pinnacle Foods Inc. Announces Pricing of its Initial Public Offering

Pinnacle Foods Inc. Announces Pricing of its Initial Public Offering

PARSIPPANY, N.J. (March 27, 2013) — Pinnacle Foods Inc. (“Pinnacle Foods”), a leading manufacturer, marketer and distributor of high-quality, branded food products, today announced the pricing of its initial public offering of 29,000,000 shares of its common stock at $20 per share.  The shares are expected to begin trading on the New York Stock Exchange on March 28, 2013 under the ticker symbol “PF,” and the offering is expected to close on April 3, 2013, subject to customary closing conditions.  Pinnacle Foods has granted the underwriters a 30-day option to purchase up to an additional 4,350,000 shares at the initial public offering price.

Pinnacle Foods will receive net proceeds of approximately $545.2 million after deducting underwriting discounts and commissions, and intends to use the proceeds to reduce debt. Specifically, Pinnacle Foods plans to use a portion of the net proceeds from the offering to redeem $465 million in aggregate principal amount of the 9.25% Senior Notes due 2015, co-issued by its subsidiaries, Pinnacle Foods Finance LLC and Pinnacle Foods Finance Corp., at a redemption price of 100%. Pinnacle Foods intends to use the remaining net proceeds, together with cash on hand, to repay $119 million of the senior secured term loan B facility maturing in April 2014 of Pinnacle Foods Finance LLC.

Barclays, BofA Merrill Lynch, Credit Suisse, Goldman, Sachs & Co., Morgan Stanley and UBS Investment Bank are acting as joint bookrunning managers for the offering. Blackstone Capital Markets, BMO Capital Markets, C.L. King & Associates, Janney Montgomery Scott, Macquarie Capital, Piper Jaffray & Co., Stephens Inc. and Stifel are acting as co-managers for the offering. 

A registration statement relating to shares of the common stock of Pinnacle Foods has been declared effective by the U.S. Securities and Exchange Commission.  This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of such shares of common stock in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities will be made only by means of a prospectus, copies of which may be obtained from Barclays at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 888-603-5847 or by email at, BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by email at, Credit Suisse at c/o Credit Suisse Prospectus Department, One Madison Avenue, New York, NY 10010 or by telephone at 1-800-221-1037 or by email at, Goldman, Sachs & Co. at Prospectus Department, 200 West Street, New York, NY 10282 or by telephone at 866-471-2526 or by facsimile at 212-902-9316 or by email at, Morgan Stanley at Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by telephone at 866-718-1649 or by email at and UBS Investment Bank at Attention: Prospectus Department, 299 Park Avenue, New York, NY 10171 or by telephone at 888-827-7275.

About Pinnacle Foods

Pinnacle Foods is a leading manufacturer, marketer and distributor of high-quality, branded food products in North America. Pinnacle Foods’ brands are leaders in many of their respective categories, and Pinnacle Foods holds the #1 or #2 market share position in 10 of the 12 major product categories in which Pinnacle Foods compete.