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Premium Brands Holdings Corp. 4.2% Convertible Debenture New Issue

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Premium Brands Holdings Corp.(PBH) has issued $150M of 4.2% of unsecured convertible debentures. maturing Sept-30-2027. They may elect from time to time to pay the interest in common shares of Premium Brands Holdings Corp. The Debentures will be convertible at the holder's option into shares at a conversion price of $142.40 an approximately 65% premium to the current price of $86.50. If a holder elects to convert in connection with a Change of Control prior to maturity, the holder will be entitled to receive additional shares as a make-whole premium on conversion in certain circumstances. The debentures are not redeemable before Sept-30-2023 (First Call Date). Between Sept-30-2023 and Sept-30-2025 they are redeemable at the Issuer's option providing the share price is not less than 125% of the Conversion Price. After Sept-30-2025 up to maturity they are redeemable at the Issuer's option at par.

Premium Brands common shares are currently priced to yield 2.7% compared to the 4.2% for the convertible debenture. Premium Brands common shares have been at high at $120.51 in Apr-2018. The conversion price of $142.40 is 18% above this. The conversion price is above the average of 40% for conversion premiums, however risk of default is low and there is potential for achieving the conversion price. The convertible debenture new issue is recommended at up to $108.

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