Premium Brands Holdings Corporation Announces Completion of $600 million Equity and Convertible Debenture Offerings

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VANCOUVER, BC, Dec. 17, 2025 /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: (i) 2,872,400 subscription receipts (the "Public Subscription Receipts") at a price of $97.50 per Public Subscription Receipt, for gross proceeds of approximately $280 million; (ii) $150 million aggregate principal amount of 5.50% convertible unsecured subordinated debentures (the "Debentures" and, collectively with the Public Subscription Receipts, the "Public Securities", and the issue and sale of the Public Securities, the "Public Offering") at a price of $1,000 per Debenture, for gross proceeds of $150 million; and (iii) an aggregate of 1,743,600 subscription receipts (the "Placement Subscription Receipts" and, together with the Public Subscription Receipts, the "Subscription Receipts") to Alberta Investment Management Corporation and Jarislowsky Fraser Global Investment Management, a division of 1832 Asset Management L.P., on a private placement basis, at a price of $97.50 per Placement Subscription Receipt, for gross proceeds of approximately $170 million (the "Concurrent Private Placement" and, together with the Public Offering, the "Offering"), for aggregate gross proceeds in respect of the Offering of approximately $600 million.

The Public Subscription Receipts were offered to the public through a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Raymond James Ltd. and Scotiabank, and included Cormark Securities Inc., Desjardins Securities Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc., TD Securities Inc., Canaccord Genuity Corp., Stifel Nicolaus Canada Inc. and Ventum Financial Corp. (collectively, the "Subscription Receipt Underwriters"). The Debentures were offered to the public through a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, National Bank Financial Inc., Raymond James Ltd. and Scotiabank, and included Canaccord Genuity Corp., Desjardins Securities Inc., RBC Dominion Securities Inc. and TD Securities Inc. (collectively, the "Debenture Underwriters"). CIBC Capital Markets acted as sole bookrunner and agent on the Concurrent Private Placement.

In connection with the Public Offering, the Company has also granted (i) to the Subscription Receipt Underwriters an over-allotment option (the "Subscription Receipt Over-Allotment Option") to purchase up to an additional 430,860 Public Subscription Receipts (or, in certain circumstances, common shares of the Company ("Common Shares")), on the same terms, and (ii) to the Debenture Underwriters an over-allotment option (the "Debenture Over-Allotment Option") to purchase up to an additional $22.5 million aggregate principal amount of Debentures, on the same terms, in each case exercisable in whole or in part at any time for a period of up to 30 days following closing of the Public Offering, to cover over-allotments, if any.

The Subscription Receipts were issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") dated December 17, 2025 among the Company, CIBC Capital Markets, on behalf of the Subscription Receipt Underwriters, and TSX Trust Company, as subscription receipt agent. Each Subscription Receipt represents the right of the holder thereof to receive, without payment of additional consideration or any further action on the part of the holder, (i) one Common Share, upon satisfaction of certain escrow release conditions, including satisfaction or waiver of all conditions precedent to the completion of the Company's previously announced indirect acquisition of all of the issued and outstanding shares of Stampede Culinary Partners, Inc. (the "Acquisition")); and (ii) an amount per Subscription Receipt equal to the amount per Common Share of any dividends for which record dates have occurred during the period from the closing date of the Public Offering to the date immediately preceding the closing date of the Acquisition, less withholding taxes, if any.

The Debentures bear interest from the date of issue at 5.50% per annum, payable semi‐annually in arrears on June 30 and December 31 of each year, commencing June 30, 2026, and have a maturity date of December 31, 2032 (the "Maturity Date"). 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 $156.00 per Common Share (the "Conversion Price"), subject to adjustments as provided in the indenture governing the Debentures. The Conversion Price equates to a conversion rate of 6.4103 Common Shares for each $1,000 principal amount of Debentures.

The net proceeds from the issue and sale of the Subscription Receipts (including the net proceeds of the Subscription Receipt Over-Allotment Option, if any) will be held in escrow pending closing of the Acquisition. Following release of the proceeds from escrow, the Company will use the net proceeds to finance, in part, the Acquisition, as well as the Company's expenses of the Offering and the Acquisition. The net proceeds from the sale of the Debentures (including the net proceeds of the Debenture Over-Allotment Option, if any) will initially be used to reduce existing indebtedness under the Company's senior revolving credit facility (the "Revolving Credit Facility"), thereby increasing the amount available to be drawn under such Revolving Credit Facility to finance, in part, the Acquisition, as well as the Company's expenses of the Offering and the Acquisition. The balance of the cash purchase price for the Acquisition will be satisfied by a draw on the Revolving Credit Facility.

The sale of the Debentures was not conditional on the successful completion of the Acquisition. If the Acquisition is not completed, the net proceeds from the sale of the Debentures will have been used to reduce existing indebtedness under the Revolving Credit Facility, thereby increasing the amount available to be drawn under the Revolving Credit Facility, as required, to fund future potential strategic acquisitions (other than the Acquisition) and capital projects which may arise, and for general corporate purposes.

The Subscription Receipts and the Debentures will commence trading today on the Toronto Stock Exchange under the symbols "PBH.R" and "PBH.DB.K", respectively.

Closing of the Acquisition is conditional upon the satisfaction of customary conditions, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of certain third-party consents from contractual counterparties, and is expected to be completed by the end of January 2026.

About Premium Brands

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations across Canada, the United States and Italy.

Forward-Looking Statements

This press release contains forward looking statements with respect to the Company, including, without limitation, its intended use of the Offering proceeds and the anticipated closing date of the Acquisition. While management believes that the expectations reflected in such forward looking statements are reasonable and represent the Company's internal expectations and belief as of the date of this press release, there can be no assurance that such expectations will prove to be correct as such forward looking 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.

Forward looking statements generally can be identified by the use of the words "may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or "continue", or the negative thereof or similar variations. Forward looking statements in this press release include statements with respect to Premium Brands' expectations regarding the completion of the Acquisition and the intended use of the net proceeds of the Offering.

Forward looking statements are based on a number of key expectations and assumptions made by Premium Brands, including, without limitation: (i) Premium Brands will obtain all required regulatory approvals to complete the Acquisition; (ii) the successful completion of the Acquisition; and (iii) the expectations and assumptions outlined in Premium Brands' prospectus supplement dated December 12, 2025 to its short form base shelf prospectus dated December 10, 2025 and its MD&A for the 13 and 39 weeks ended September 27, 2025 and for the 13 and 52 weeks ended December 28, 2024, copies of which are filed electronically through SEDAR+ and are available online at www.sedarplus.ca. Although the forward looking statements contained in this press release are based on what Premium Brands' management believes to be reasonable assumptions, Premium Brands cannot assure investors that actual results will be consistent with such forward looking statements.

Forward looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results. Those risks and uncertainties include, among other things, risks related to the inability to satisfy the closing conditions of the Acquisition. Readers are cautioned that the foregoing list of risks and uncertainties are not exhaustive. Additional factors that could cause actual results to differ materially from Premium Brands' expectations are outlined in Premium Brands' prospectus supplement dated December 12, 2025 to its short form base shelf prospectus dated December 10, 2025 and in its MD&A for the 13 and 39 weeks ended September 27, 2025 and for the 13 and 52 weeks ended December 28, 2024, copies of which are filed electronically through SEDAR+ and are available online at www.sedarplus.ca.

Forward looking statements reflect management's current beliefs and are based on information currently available to Premium Brands. Unless otherwise indicated, the forward looking statements in this press release are made as of December 17, 2025 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking statements in this press release.

SOURCE Premium Brands Holdings Corporation

For further information, please contact George Paleologou, President and CEO or Will Kalutycz, CFO at [phone]