/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, Dec. 19, 2016 /CNW/ - Premium Brands Holdings
Corporation ("Premium Brands" or the "Company") (TSX:PBH), a leading producer, marketer and distributor of branded specialty food
products, is pleased to announce the successful closing of the issue and sale of an additional $13,000,000 aggregate principal amount of 4.60% convertible unsecured subordinated debentures (the "Debentures")
pursuant to the exercise of the over-allotment option granted to the syndicate of underwriters which was co-led by CIBC Capital
Markets, BMO Capital Markets and National Bank Financial Inc., and included Scotia Capital Inc., TD Securities Inc., Cormark
Securities Inc., Canaccord Genuity Corp. and PI Financial Corp.
Together with the Debentures issued on December 5, 2016, Premium Brands will have issued a total
of $113,000,000 aggregate principal amount of the Debentures.
The Debentures will bear interest from the date of issue at 4.60% per annum, payable semi-annually in arrears on June 30 and December 31 of each year commencing June 30,
2017 and have a maturity date of December 31, 2023 (the "Maturity Date"). Furthermore, the
Debentures are convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date
and the business day immediately preceding the date specified by the Company for redemption of the Debentures into common shares of
the Company at a conversion price of $107.25 per common share (the "Conversion Price"), subject to
adjustment as provided in the indenture governing the Debentures. The Conversion Price equates to a conversion rate of 9.3240
common shares for each $1,000 principal amount of Debentures.
The Company intends to use the net proceeds from the closing of the over-allotment option to reduce indebtedness, for future
acquisitions and to fund capital projects.
About Premium Brands
Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with
operations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
Quebec, Nevada, Ohio,
Arizona and Washington State. The Company services a diverse base
of customers located across North America and its family of brands and businesses include Grimm's,
Harvest, McSweeney's, Piller's, Freybe, Expresco, Belmont Meats, Hempler's, Isernio's, Fletcher's U.S., Direct Plus, Audrey's, SK
Food Group, OvenPride, Bread Garden Go, Hygaard, Quality Fast Foods, Deli Chef, Creekside Bakehouse,
Stuyver's Bakestudio, Island City Bakery, Conte Foods, Larosa Foods, Gourmet Chef, Duso's, Centennial Foodservice, B&C Food
Distributors, SJ Fine Foods, Shahir, Wescadia, Harlan Fairbanks, Maximum Seafood, Ocean Miracle, Hub
City Fisheries, Diana's Seafood, C&C Packing and Premier Meats.
Forward-Looking Statements
This press release contains forward looking statements with respect to the Company, including its business operations, strategy
and financial performance and condition. These statements generally can be identified by the use of forward looking words such as
"may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or
"continue", or the negative thereof or similar variations.
Although management believes that the expectations reflected in such forward looking statements are reasonable and represent the
Company's internal expectations and belief as of December 19, 2016, such statements involve unknown
risks and uncertainties beyond the Company's control which may cause its actual performance and results in future periods to differ
materially from any estimates or projections of future performance or results expressed or implied by such forward looking
statements.
Some of the factors that could affect future results and could cause results to differ materially from those expressed in the
forward-looking statements contained herein include: (i) changes in the cost of raw materials used in the production of the
Company's products; (ii) seasonal and/or weather related fluctuations in Premium Brands' sales; (iii) changes in consumer
discretionary spending resulting from changes in economic conditions and/or general consumer confidence levels; (iv) changes in the
cost of products sourced from third party manufacturers; (v) changes in the Company's relationship with its larger customers;
(vi) access to commodity raw materials; (vii) potential liabilities, losses and expenses resulting from defects in the Company's
products; (viii) changes in consumer food product preferences; (ix) competition from other food manufacturers and distributors; *
execution risk associated with the Company's growth and business restructuring initiatives; (xi) risks associated with the
Company's business acquisition strategies; (xii) changes in the value of the Canadian dollar relative to the U.S. dollar; (xiii)
new government regulations affecting the Company's business and operations; (xiv) the Company's ability to raise the capital needed
to fund its growth initiatives; (xv) labour related issues including potential labour disputes with employees represented by labour
unions and labour shortages; (xvi) the loss of and/or the inability to attract key senior personnel; (xvii) fluctuations in the
interest rates associated with the Company's funded debt; (xviii) failure or breach of the Company's information systems; (xix)
financial exposure resulting from credit extended to the Company's customers; (xx) the malfunction of critical equipment used in
the Company's operations; (xxi) livestock health issues; (xxii) international trade issues; (xxiii) changes in environmental,
health and safety standards; and (xxiv) capital project cost overruns. Details on these risk factors as well as other factors can
be found in the Company's 2015 MD&A, which is filed electronically through SEDAR and is available online at www.sedar.com.
Unless otherwise indicated, the forward looking information in this document is made as of December 19,
2016 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly
qualifies the forward looking information in this press release.
SOURCE Premium Brands Operating LP
