FELTHAM, England, April 21, 2017 /PRNewswire/ -- Nomad Foods
Limited ("Nomad Foods" or the "Company") today announced that it
has priced its private offering of €400.0 million aggregate
principal amount of 3.25% senior secured notes due 2024 (the
"Notes").
The Company also announced that in connection with the
refinancing of its existing senior credit facilities, it expects to
increase the term loans thereunder to €500.0 million and
USD610.0 million, both with maturity
dates extending to May 2024 (the
"Term Loans"). As part of the refinancing, the Company intends to
extend the maturity of its €80.0 million revolving credit facility
until May 2023 (the amendment and
restatement of the senior credit facilities together with the
issuance of the Notes, the "Refinancing").
The Company intends to use the net proceeds of the Refinancing
to repay its existing senior indebtedness including redeeming
the existing €500.0 million floating rate senior secured notes due
2020 issued by Nomad Foods BondCo Plc, its indirect, wholly-owned
subsidiary.
The Notes and the Company's obligations in respect of the senior
credit facilities (as amended and restated) will be guaranteed and
secured on a senior basis by the Company and certain of its
subsidiaries.
The Refinancing is expected to close on May 3, 2017, subject to customary closing
conditions. However, no assurance can be given that the Refinancing
will be completed, or, if completed, as to the terms on which it
will be completed.
About Nomad Foods
Nomad Foods (NYSE: NOMD) is a leading frozen foods company
building a global portfolio of best-in-class food companies and
brands within the frozen category and across the broader food
sector. Nomad Foods produces, markets and distributes brands in 17
countries and has the leading market share in Western Europe. The Company's portfolio of
leading frozen food brands includes Birds Eye, Iglo, and
Findus.
Primary IR Contact
John Mills, Partner
ICR, Inc.
Phone: 646-277-1254
E-mail: John.Mills@icrinc.com
Important Regulatory Notice
This announcement is for information purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy the Notes or any other security and shall not constitute an
offer, solicitation or sale in the United
States or in any jurisdiction in which, or to any persons to
whom, such offering, solicitation or sale would be
unlawful.
The Notes and any related guarantees have not been, and will
not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or any U.S. state securities laws,
and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S.
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Accordingly, the Notes and any related guarantees are being
offered and sold in the United
States only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act and to non-U.S. persons in
offshore transactions outside the United
States in accordance with Regulation S under the Securities
Act. The offer and sale of the Notes will be made pursuant to an
exemption under the Prospectus Directive, as implemented in Member
States of the European Economic Area, from the requirement to
produce a prospectus for offers of securities. This announcement
does not constitute an advertisement for purposes of the Prospectus
Directive.
This announcement contains "forward-looking statements" that
are based on estimates and assumptions and are subject to risks and
uncertainties. Forward-looking statements are all statements other
than statements of historical fact or statements in the present
tense, and can be identified by words such as "targets", "aims",
"aspires", "assumes" "believes", "estimates", "anticipates",
"expects", "intends", "hopes", "may", "would", "should", "could",
"will", "plans", "predicts" and "potential", as well as the
negatives of these terms and other words of similar meaning. The
forward-looking statements in this announcement, including
expectations regarding the Company's ability to consummate the
Refinancing and the expected terms of the Refinancing, are made
based upon the Company's estimates, expectations and beliefs
concerning future events affecting the Company and are subject to a
number of known and unknown risks and uncertainties. The Company
cautions that these forward-looking statements are not guarantees
and that actual results could differ materially from those
expressed or implied in these forward-looking statements. Undue
reliance should, therefore, not be placed on such forward-looking
statements. Any forward-looking statements contained in this
announcement apply only as at the date of this announcement and are
not intended to give any assurance as to future results.
This announcement contains inside information by Nomad Foods
BondCo Plc under Regulation (EU) 596/2014 (16 April 2014).