Pinnacle Foods Inc. Announces Successful Closing of its Initial Public Offering

Company Plans to Use IPO Proceeds to Reduce Debt

Parsippany, N.J., (April 3, 2013) - Pinnacle Foods Inc. (NYSE: PF) (“Pinnacle Foods”) today announced the successful closing of the Company’s initial public offering of its common stock.   Shares of Pinnacle Foods began trading on the New York Stock Exchange on March 28, 2013, under the ticker symbol PF.

Commenting on the announcement, Pinnacle Foods Chief Executive Officer Bob Gamgort stated, “Becoming a public company has long been a goal of Pinnacle Foods, and we are delighted by the strong support we received from the investment community.  By reinvigorating our iconic brands in a business model with margin expansion potential and strong cash flows, we believe we are well positioned to create long-term value for our shareholders.  We plan to use all of the proceeds from this offering to reduce debt.”

In connection with the offering, the Company issued a total of 33,350,000 shares of common stock, including 4,350,000 common shares issued pursuant to the full exercise of the underwriters’ option to purchase additional shares.  The offering raised proceeds, net of underwriting discounts, of approximately $627 million, all of which will be used, together with cash on hand, to pay down $667 million in outstanding debt.  Specifically, the Company plans to redeem at par all $465 million in outstanding aggregate principal amount of the 9.25% Senior Notes due 2015 co-issued by certain of the Company’s subsidiaries and to repay $202 million of the Senior Secured Non-extended Term Loan B facility, maturing in April 2014, held by a subsidiary of Pinnacle Foods.  The number of common shares outstanding, after giving effect to the offering, totals approximately 117.2 million.

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

A registration statement relating to these securities has been filed with, and declared effective on March 27, 2013, by the U.S. Securities and Exchange Commission.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities 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 was made solely by means of a written prospectus forming part of the effective registration statement, 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 Inc.

Pinnacle Foods Inc. is a Top 1000 Company ranked on Fortune Magazine's 2011 Top 1000 companies list. We are a leading producer, marketer and distributor of high-quality branded food products, which have been trusted household names for decades. Headquartered in Parsippany, NJ, our business employs an average of 4,400 employees. We are a leader in the shelf stable and frozen foods segments and our brands hold the #1 or #2 market position in 10 out of 12 major category segments in which they compete. Our Duncan Hines Grocery Division manages Leadership brands such as Duncan Hines® baking mixes and frostings, Vlasic® shelf-stable pickles and Mrs. Butterworth's® and Log Cabin® table syrups and Foundation brands such as Armour® canned meats, Brooks® and Nalley® chili and chili ingredients, Comstock® and Wilderness® pie and pastry fruit fillings and Open Pit® barbecue sauces. Our Birds Eye Frozen Division manages Leadership brands such as Birds Eye® and Birds Eye Steamfresh® frozen vegetables, Birds Eye Voila!® frozen complete bagged meals and Van de Kamp's® and Mrs. Paul's® frozen seafood and Foundation brands such as Hungry-Man® frozen dinners and entrées, Aunt Jemima® frozen breakfasts, Lender's® frozen and refrigerated bagels, and Celeste® frozen pizza. Our Specialty Foods Division manages Tim's Cascade Snacks®, Hawaiian® Kettle Style Potato Chips, Erin's® Popcorn, Snyder of Berlin® and Husman's® in addition to our food service and private label businesses. Further information is available at


Maria Sceppaguercio

Senior Vice President, Investor Relations

Pinnacle Foods Inc.


Forward Looking Statements

This release may contain statements that predict or forecast future events or results, depend on future events for their accuracy or otherwise contain “forward-looking information.” The words “estimates,” “expects,” “contemplates,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should,” and variations of such words or similar expressions are intended to identify forward-looking statements. These statements are made based on management's current expectations and beliefs concerning future events and various assumptions and are not guarantees of future performance. Actual results may differ materially as a result of various factors, some of which are beyond our control, including but not limited to: general economic and business conditions, deterioration of the credit and capital markets, industry trends, our substantial leverage and changes in our leverage, interest rate changes, changes in our ownership structure, competition, the loss of any of our major customers or suppliers, changes in demand for our products, changes in distribution channels or competitive conditions in the markets where we operate, costs of integrating acquisitions, the successful integration and achievement of estimated future cost savings related to the Birds Eye Foods acquisition, loss of our intellectual property rights, fluctuations in price and supply of raw materials, seasonality, our reliance on co-packers to meet our manufacturing needs, availability of qualified personnel, changes in the cost of compliance with laws and regulations, including environmental laws and regulations, and the risks and uncertainties detailed in the registration statement relating to the initial public offering and our subsequent reports filed with the Securities and Exchange Commission. There may be other factors that may cause our actual results to differ materially from the forward-looking statements.  We assume no obligation to update the information contained in this release.