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PF > SEC Filings for PF > Form 8-K on 30-Apr-2013All Recent SEC Filings

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Form 8-K for PINNACLE FOODS INC.


30-Apr-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob


Item 1.01 Entry into a Material Definitive Agreement

Summary

On April 29, 2013, Pinnacle Foods Inc.'s indirect wholly-owned subsidiary Pinnacle Foods Finance LLC completed the closing of its previously announced refinancing which will result in lower interest expense and extended maturities compared with its previously existing debt.

As more fully described below, the refinancing consists of senior secured credit facilities totaling $1,780.0 million, comprised of a senior secured term loan facility in the aggregate principle amount of $1,630.0 million due 2020 and a revolving credit facility of $150.0 million due 2018. In addition, $350.0 million aggregate principle amount of senior unsecured notes due 2021 at 4.875% were issued.

The proceeds of the $1,630.0 million term loan and the $350.0 million of notes will be used to repay all amounts currently outstanding under the previously existing terms loans and 8.25% Notes and to pay fees and expenses.

1. New Senior Secured Credit Facility

Overview

On April 29, 2013, Pinnacle Foods Inc.'s indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC, which is referred to in this section as the "Borrower," entered into an amendment of its existing senior secured credit facilities dated as of April 17, 2012, as amended on August 30, 2012, with Barclays Bank PLC, as administrative agent, collateral agent, syndication agent and swing line lender, and the lenders from time to time party thereto. Pursuant to the amendment, the Borrower added a new term loan G facility in an aggregate principal amount of $1,630.0 million to its senior secured credit facilities.

The new senior secured credit facility provides senior secured financing of $1,780.0 million, consisting of a $1,630.0 million tranche G term loan (the "term loans") and a $150.0 million replacement revolving credit facility (the "revolving credit facility"; together with the term loans, the "new senior secured credit facility"). Pinnacle Foods Finance LLC is the borrower under the new senior secured credit facility. The loans and commitments under the new senior secured credit facility refinanced all of the loans and commitments under the Borrower's existing senior secured credit facilities. The net proceeds from the tranche G term loans will, together with proceeds from the offering of the Notes (described below), be used to refinance in full the term loans and revolving credit commitments under the Borrower's existing senior secured credit facilities and repay all $400.0 million aggregate principal amount of outstanding 8.25% senior notes due 2015 on May 10, 2013 and to pay related fees and expenses.

Interest Rate and Fees

Borrowings under the new senior secured credit facility bear interest, at the Borrower's option, at a rate equal to a margin over either (a) a base rate or
(b) LIBOR. The interest rate margin for the new senior secured credit facility is 1.50%, in the case of base rate loans and 2.50%, in the case of LIBOR rate loans. The interest rate margin for the new senior secured credit facility is subject to one 25 basis point step down upon achievement by the Borrower of a total net leverage ratio of less than 4.25:1.0. The base rate for the new term loans is subject to a floor of 1.75%, and the LIBOR rate for the new term loans is subject to a floor of 0.75%.

Prepayments

The new senior secured facility contains identical mandatory and voluntary prepayments as those in the existing senior secured credit facilities. Notwithstanding the foregoing, each lender under the new and existing term loan facilities has the right to reject its pro rata share of mandatory prepayments described above, in which case the Borrower may retain the amounts so rejected.

The foregoing mandatory prepayments will be applied to installments of the term loans at the Borrower's discretion.

The Borrower may voluntarily repay outstanding loans under the new senior secured credit facilities at any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans.

In the event that, within one year of April 29, 2013, the Borrower amends the new senior secured credit facility in connection with certain repricing transactions in order to reduce the interest rate applicable to the term loans or refinance the term loans with the proceeds of indebtedness with a lower yield than that applicable to the term loans, the prepayment must be made at 101% of the principal amount of such term loans repriced through such amendment or prepaid, as the case may be.

Amortization

The new revolving credit facility will mature on April 29, 2018 and the new term loans will mature on April 29, 2020. The Borrower is required to repay the term loans in quarterly installments in aggregate amounts equal to 1.00% per annum of their funded total principal amount, with the remaining amount payable on the maturity date of the new term loans.


Guarantee and Security

The new senior secured credit facility is unconditionally guaranteed under the terms of the Borrower's existing senior secured credit facilities, including without limitation, and subject to certain exceptions, by Pinnacle Foods Inc., which will guarantee the terms of the new senior secured credit facilities pursuant to the amendment, Peak Finance Holdings LLC and each of the Borrower's existing and future material domestic wholly-owned subsidiaries. All obligations under the new senior secured credit facility, and the guarantees of those obligations, are secured on the same terms as the existing senior secured credit facilities.

Certain Covenants and Events of Default

The new senior secured credit facility contains identical affirmative and negative covenants and events of default as those in the existing senior secured credit facilities. The new senior secured credit facilities also contain certain customary representations and warranties, affirmative covenants and events of default substantially consistent with those of the existing senior secured credit facilities.

The foregoing description of the new senior secured credit facilities does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment and Second Amended and Restated Credit Agreement, which are filed respectively as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated herein by reference.

2. Senior Notes due 2021

On April 29, 2013, Pinnacle Foods Inc.'s indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC, which is referred to in this section as the "Issuer," closed an offering of $350.0 million aggregate principal amount of 4.875% senior unsecured notes due 2021 (the "Notes"). The Notes were co-issued with the Issuer's wholly-owned subsidiary, Pinnacle Foods Finance Corp., which is referred to as the "Co-Issuer," and together with the Issuer as the . . .



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above in subsections 1 and 2 under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this item 2.03.



Item 7.01 Regulation FD Disclosure

In connection with the completion of the refinancing as described above in Item 1.01, Pinnacle Foods Inc. issued a press release.

The information contained in Item 7.01, including Exhibit 99.1, is furnished pursuant to this Item 7.01 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.


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