Premium Brands closes C$665 million of equity and convertible debenture offerings
On December 17, 2025, Premium Brands Holdings Corporation ("Premium Brands") announced the successful closing of its previously announced issue and sale of
- 2,872,400 subscription receipts at a price of C$97.50 per receipt, for gross proceeds of approximately C$280 million. Pursuant to the exercise in full of the over-allotment option granted to the syndicate of underwriters, on December 19, 2025, a further 430,860 subscription receipts were issued and sold under the offering, for additional gross proceeds of approximately C$42 million.
- C$150 million aggregate principal amount of 5.50% convertible unsecured subordinated debentures at a price of C$1,000 per debenture. An additional C$22.5 million of the debentures were also issued on December 19, 2025 pursuant to the exercise in full of the underwriters’ over-allotment option.
- an aggregate of 1,743,600 subscription receipts to two institutional investors, on a concurrent private placement basis, at a price of C$97.50 per receipt, for gross proceeds of approximately C$170 million.
Together, the aggregate gross proceeds from the offerings, the concurrent private placement and the full exercise of the over-allotment options were approximately C$665 million.
Subscription Receipts
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 Premium Brands’ 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 public offering of 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. CIBC Capital Markets acted as sole bookrunner and agent on the concurrent private placement.
Net proceeds from the issue and sale of the subscription receipts in the public offering and the concurrent private placement (including the net proceeds of the over-allotment option) will be held in escrow pending closing of the Acquisition. Following release of the proceeds from escrow, Premium Brands will use the net proceeds to finance, in part, the Acquisition, as well as related expenses.
Convertible Debentures
The convertible 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.
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, with a maturity date of December 31, 2032. 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 Premium Brands for redemption of the debentures into common shares at a conversion price of C$156.00 per common share, 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 C$1,000 principal amount of debentures.
The net proceeds from the sale of the debentures (including the net proceeds of the over-allotment option) will initially be used to reduce existing indebtedness under Premium Brands’ senior revolving credit facility, thereby increasing the amount available to be drawn under the facility to finance, in part, the Acquisition, as well as expenses for the offerings and the Acquisition. The balance of the cash purchase price for the Acquisition will be satisfied by a draw on the revolving credit facility.
Further information can be found on Canada Newswire’s website and premiumbrandsholdings.com.
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.