Premium Brands Holdings Corporation Announces Completion of $100,000,000 Financing of 4.60% Convertible Unsecured Subordinated Debentures

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

VANCOUVER, Dec. 5, 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 $100,000,000 of 4.60% convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture (the "Offering"). The Debentures were offered to the public through a 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., (collectively, the "Underwriters"). The Company has granted to the Underwriters an over-allotment option to purchase up to an additional $15,000,000 aggregate principal amount of Debentures, on the same terms, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering.

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 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 Debentures will be listed on the Toronto Stock Exchange under the symbol "PBH.DB.F".

The Company intends to use the net proceeds of the Offering 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, 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 5, 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 5, 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.

www.premiumbrandsholdings.com

SOURCE Premium Brands Operating LP

For further information: please contact George Paleologou, President and CEO or Will Kalutycz, CFO at (604) 656-3100.


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