UNFI Announces Closing of $500 Million Notes Offering
October 22 2020 - 4:15PM
Business Wire
United Natural Foods, Inc. (NYSE: UNFI) (“UNFI”) today announced
that it has successfully completed its previously announced notes
offering of $500 million aggregate principal amount of 6.750%
Senior Notes due 2028 (the “Notes”).
After deducting the initial purchasers’ discount and estimated
offering and related expenses payable by UNFI, the net proceeds to
UNFI were approximately $490.5 million. UNFI used the net proceeds
of the Notes offering, together with borrowings under its ABL
credit facility, to repay $500 million of the amounts outstanding
under its term loan facility (including accrued and unpaid interest
with respect to such amount). The Notes are UNFI’s senior unsecured
obligations and are guaranteed by each of UNFI’s existing and
future subsidiaries that are borrowers under or that guarantee its
ABL credit facility and term loan facility.
“We’re pleased to have completed our first unsecured note
offering, which extends the maturity on $500 million of our
outstanding debt to 2028 and continues our efforts to de-risk our
overall capital structure as we make progress towards achieving a
long-term net leverage in the range of 2.0x to 2.5x,” said John
Howard, UNFI’s Chief Financial Officer.
The Notes have not been registered under the Securities Act of
1933, as amended (the “Securities Act”) or any state securities
laws, and may not be offered or sold in the United States or to
U.S. persons absent registration or an applicable exemption from
such registration requirements. Accordingly, the Notes were offered
and sold in the United States only to qualified institutional
buyers in reliance on 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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
the Notes in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
About United Natural Foods
UNFI is North America’s premier food wholesaler delivering the
widest variety of products to customer locations throughout North
America including natural product superstores, independent
retailers, conventional supermarket chains, ecommerce retailers,
and food service customers. By providing this deeper ‘full-store’
selection and compelling brands for every aisle, UNFI is uniquely
positioned to deliver great food, more choices, and fresh thinking
to customers everywhere. Today, UNFI is the largest publicly-traded
grocery distributor in America. To learn more about how UNFI is
Moving Food Forward, visit www.unfi.com.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release that are not historical facts
are “forward-looking statements” that involve risks and
uncertainties and are based on current expectations and management
estimates; actual results may differ materially. In some cases you
can identify these statements by forward-looking words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “seek,” “should,” “will,” and “would,” or similar
words. The risks and uncertainties which could impact these
statements are described in UNFI’s filings under the Securities
Exchange Act of 1934, as amended, including its annual report on
Form 10-K for the year ended August 1, 2020 filed with the
Securities and Exchange Commission (the “SEC”) on September 29,
2020, and other filings UNFI makes with the SEC, and include, but
are not limited to, the impact and duration of the COVID-19
outbreak; UNFI’s dependence on principal customers; UNFI’s
sensitivity to general economic conditions including changes in
disposable income levels and consumer spending trends; UNFI’s
ability to realize anticipated benefits of its acquisitions and
dispositions, in particular, its acquisition of SUPERVALU; UNFI’s
reliance on the continued growth in sales of higher margin natural
and organic foods and non-food products in comparison to lower
margin conventional grocery products; increased competition in
UNFI’s industry as a result of increased distribution of natural,
organic and specialty products and direct distribution of those
products by large retailers and online distributors; the
possibility that restructuring, asset impairment, and other charges
and costs we may incur in connection with the sale or closure of
our retail operations will exceed our current expectations;
increased competition as a result of continuing consolidation of
retailers in the natural product industry and the growth of
supernatural chains; the addition or loss of significant customers
or material changes to UNFI’s relationships with these customers;
union-organizing activities that could cause labor relations
difficulties and increased costs; UNFI’s ability to operate, and
rely on third parties to operate reliable and secure technology
systems; the relatively low margins of UNFI’s business; moderated
supplier promotional activity, including decreased forward buying
opportunities; UNFI’s ability to timely and successfully deploy its
warehouse management system throughout its distribution centers and
its transportation management system across UNFI and to achieve
efficiencies and cost savings from these efforts; the potential for
additional asset impairment charges; UNFI’s sensitivity to
inflationary and deflationary pressures; the potential for
disruptions in UNFI’s supply chain or its distribution capabilities
by circumstances beyond its control, including a health epidemic;
the risk of interruption of supplies due to lack of long-term
contracts, severe weather, work stoppages or otherwise; volatility
in fuel costs; volatility in foreign exchange rates; and UNFI’s
ability to identify and successfully complete asset or business
acquisitions. Any forward-looking statements are made pursuant to
the Private Securities Litigation Reform Act of 1995 and, as such,
speak only as of the date made. Except as otherwise may be required
by law, UNFI is not undertaking to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or actual operating results.
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version on businesswire.com: https://www.businesswire.com/news/home/20201022005977/en/
Investor Contact: Steve Bloomquist, 952-828-4144
Steve.j.bloomquist@unfi.com
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