Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - PINNACLE FOODS INC. | d121122dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
| x |
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Report (Date of earliest event reported): January 11, 2016
Commission File Number 001-35844
Pinnacle Foods Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 35-2215019 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 399 Jefferson Road Parsippany, New Jersey |
07054 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (973) 541-6620
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
In connection with its previously-announced acquisition of Boulder Brands, Inc. (“Boulder”), Pinnacle Foods Inc. (NYSE: PF) announced that its indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC (“Pinnacle Finance”), priced a private offering of $350 million aggregate principal amount of senior unsecured notes due 2024 (the “Notes”) at 5.875%. The Notes are expected to be issued on or around January 15, 2016.
Pinnacle Finance intends to use the net proceeds from the offering, together with the proceeds from previously-announced term loan borrowings under its senior secured credit facilities and cash on hand, to finance the acquisition of Boulder, repay debt outstanding under Boulder’s existing credit facilities and pay transaction costs.
The Notes will be co-issued with Pinnacle Finance’s wholly-owned subsidiary, Pinnacle Foods Finance Corp., and guaranteed by Pinnacle Foods Inc. and all of Pinnacle Finance’s existing and future domestic subsidiaries that guarantee Pinnacle Finance’s senior secured credit facilities, subject to certain exceptions.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release of Pinnacle Foods Inc. issued January 11, 2016, furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE FOODS INC.
| By: | /s/ CRAIG STEENECK | |||
| Name: | Craig Steeneck | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| Date: | January 11, 2016 |
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release of Pinnacle Foods Inc. issued January 11, 2016, furnished herewith. |