Pinnacle Foods Inc. Completes Pricing for Previously-Announced Refinancing

Company Increases its Guidance for 2017 on Strength of Improved Interest Expense Outlook

Significant Cash Interest Savings Expected over Life of New Loan

PARSIPPANY, N.J., Jan. 31, 2017 -- Pinnacle Foods Inc. (NYSE:PF) announced today that its indirect wholly-owned subsidiary, Pinnacle Foods Finance LLC, completed pricing for the previously-announced refinancing of its senior secured credit facilities, in a significantly oversubscribed transaction that extended the Company’s maturity profile and improved its outlook for interest expense beginning in February 2017.    

Pinnacle priced the new $2,262 million Term Loan B, which matures in February 2024, at LIBOR + 200 basis points (with 0% LIBOR floor) and upsized its revolving credit facility, from $150 million to a new $225 million five-year facility.  Pinnacle expects the favorable pricing, along with the anticipated $200 million term loan repayment, to now result in interest expense for 2017 that is modestly above $130 million. As a result, Pinnacle increased its guidance for Adjusted diluted EPS for 2017 by $0.03 to a range of $2.46 to $2.51, excluding the $0.05 benefit expected from the adoption of new tax treatment for stock-based compensation expense and any fees and expenses associated with this refinancing. 

Total pro forma cash interest savings over the life of the new 7-year loan are expected to be in excess of $50 million.  The Company expects to incur cash costs approximating $13 million associated with this refinancing. 

Pinnacle intends to use the proceeds from Term Loan B, along with $213 million of cash on hand, to repay its existing senior secured term loan debt totaling approximately $2,462 million aggregate principal amount and transaction fees.  The obligation of Pinnacle to repay its existing indebtedness is conditioned upon the consummation of this refinancing. 

Commenting on the announcement, Pinnacle Executive Vice President and CFO Craig Steeneck stated, “We are very pleased with the strong demonstration of support from our banking partners.  This transaction will enhance our financial profile and reduce our cash interest expense, improving our already-strong free cash flow and value-creation optionality moving forward.”   

The refinancing is expected to close on or about February 3, 2017 and is subject to market and other customary conditions.  There can be no assurance that the refinancing will occur on the terms described or at all.

Bank of America Merrill Lynch is acting as lead arranger for the refinancing, with Barclays, Credit Suisse, Goldman Sachs, and Morgan Stanley acting as additional arrangers.

CONTACT
Maria Sceppaguercio
Senior Vice President, Investor Relations
973-541-8629

FORWARD-LOOKING STATEMENTS
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ABOUT PINNACLE FOODS INC.
In more than 85% of American households, consumers reach for Pinnacle Foods brands. Pinnacle Foods is ranked on Fortune Magazine's 2015 Top 1000 companies list. We are a leading producer, marketer and distributor of high-quality branded food products, which have been trusted household names for decades. Headquartered in Parsippany, NJ, our business employs an average of 5400 employees. Our Duncan Hines Grocery segment manages brands such as Duncan Hines® baking mixes and frostings, Vlasic® and Vlasic Farmer's Garden® shelf-stable pickles, Wish-Bone® and Western® salad dressings, Mrs. Butterworth's® and Log Cabin® table syrups, Armour® canned meats, Brooks® and Nalley® chili and chili ingredients, Duncan Hines® Comstock® and Wilderness® pie and pastry fruit fillings and Open Pit® barbecue sauces. Our Birds Eye Frozen segment manages brands such as Birds Eye®, gardein™, Birds Eye Steamfresh®, C&W®, McKenzie's®, and Freshlike® frozen vegetables, Birds Eye Voila!® complete bagged frozen meals, Van de Kamp's® and Mrs. Paul's® frozen prepared seafood, Hungry-Man® frozen dinners and entrees, Aunt Jemima® frozen breakfasts, Lender's® frozen and refrigerated bagels, and Celeste® frozen pizza. Our Specialty Foods segment manages Tim's Cascade Snacks®, Hawaiian® kettle style potato chips, Erin's® popcorn, Snyder of Berlin® and Husman's® snacks in addition to our food service and private label businesses. The acquisition of Boulder Brands adds well-known brands such as Glutino®, Udi's Gluten Free®, Earth Balance®, EVOL® foods, and Smart Balance® to the Pinnacle Foods portfolio.  Further information is available at www.pinnaclefoods.com.