Diamond Foods Announces Proposed Refinancing
January 28 2014 - 4:05PM
Diamond Foods, Inc. (Nasdaq:DMND) ("Diamond") announced today that
it intends to refinance its debt capital structure. The Company
seeks to refinance existing indebtedness outstanding under its
senior secured credit facility maturing February 25, 2015 by
establishing a new $125 million asset-backed revolving credit
facility and a $415 million first lien term loan. The new senior
secured credit facility would mature in 2018.
Diamond will also seek to issue approximately $230 million in
senior unsecured notes due 2019 ("Notes"), which will be offered
only to qualified institutional buyers under Rule 144A of the
Securities Act of 1933, as amended ("Securities Act"), and to
certain non-U.S. persons in transactions outside the United States
under Regulation S of the Securities Act. The initial issuance and
sale of the Notes will not be registered under the Securities Act,
and, the Notes may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and the
registration or qualification requirements of other applicable
securities laws. We do not expect that the terms of the Notes will
provide for registration rights.
Net proceeds from these refinancings would be used to repay
outstanding indebtedness under Diamond's existing credit facility,
and to redeem Diamond's senior unsecured notes due 2020 held by
Oaktree, including a prepayment premium. The Company expects that
the proposed refinancing, if completed, would lower its cost of
debt and provide greater flexibility in its capital structure.
The consummation of the refinancing is subject to completion of
definitive agreements as well as other customary conditions, and is
subject to market conditions. There can be no assurance that the
refinancing will occur, or, if it does, as to the terms of the
refinancing.
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any of the Notes or any other securities, nor shall there be
any sale of the Notes or any other securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction.
About Diamond Foods
Diamond Foods is an innovative packaged food company focused on
building and energizing brands including Kettle® Chips, Emerald®
snack nuts, Pop Secret® popcorn, and Diamond of California® nuts.
Diamond's products are distributed in a wide range of stores where
snacks and culinary nuts are sold. For more information, visit the
Company's corporate web site: http://www.diamondfoods.com.
Note Regarding Forward-looking Statements
This press release includes forward-looking statements,
including statements about the refinancing described above and
related transactions, the anticipated terms and amount of the
possible refinancing transactions, prospects for redeeming Oaktree
senior notes, the ability of the Company to lower its cost of debt
and achieve capital structure flexibility and prospects for
consummating any refinancing transaction. These forward-looking
statements are based on our assumptions and expectations only as of
the date of this press release. We use the words "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "seek," "may"
and other similar expressions to identify forward-looking
statements about our future expectations, projections of future
results or financial condition, or other "forward-looking"
information. You should carefully consider cautionary statements in
this press release and under the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of the periodic reports that we file from time
to time with the SEC. We do not undertake any obligation to update
forward-looking statements to reflect events or circumstances
occurring after the date of this press release. Actual results may
differ materially from what we currently expect because of many
risks and uncertainties, such as: unexpected difficulties in
refinancing our existing indebtedness; unexpected delays or
increased costs in implementing our business strategies; changes in
consumer preferences for snack and nut products; risks relating to
our leverage, including the cost of our debt and its effect on our
ability to respond to changes in our business, markets and
industry; potential difficulties raising additional capital, and
the possibly dilutive impact of such capital; risks relating to
litigation and regulatory proceedings; uncertainties relating to
our relations with growers; availability and cost of walnuts and
other raw materials; increasing competition and possible loss of
key customers; and general economic and capital markets
conditions.
CONTACT: Investors:
ICR
Katie Turner
415-230-7952
Media:
ICR
Anton Nicholas/Jessica Liddell
415-445-7431
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