TORONTO, Oct. 8, 2015 (GLOBE NEWSWIRE) — SunOpta Inc. (“SunOpta”) (Nasdaq:STKL) (TSX:SOY) announced today that its subsidiary, SunOpta Foods Inc. (“SunOpta Foods”), intends to access its committed financing entered into in connection with the announcement of its pending acquisition of Sunrise Holdings (Delaware), Inc. (“Sunrise”) in the form of a senior secured second lien loan (“Loan”), in the amount of $330 million, subject to customary closing conditions.
The Loan will have a one year initial maturity date, which after one year, if still outstanding, will automatically be extended into and become a senior secured second lien term loan with a seven-year term. The initial Loan will carry an initial interest rate of LIBOR (subject to a 1.00% floor) plus an initial spread of 6.00%, which interest rate will increase by 50 basis points per quarter until the initial maturity date, subject to a cap.
SunOpta previously announced on September 15, 2015 a proposed private offering of $330 million of senior secured second lien notes due in 2022. Due to current market conditions, SunOpta and the initial purchasers in the proposed notes offering have decided not to proceed with such offering.
SunOpta Foods intends to use the net proceeds of the Loan, together with the proceeds from the offering of common shares issued by SunOpta on September 30, 2015, borrowings under its North American credit facilities and cash on hand, to pay the purchase price for the previously announced acquisition of Sunrise and to pay related fees and expenses.
The closing of the Loan is expected to occur contemporaneously with the closing of the acquisition of Sunrise.
The Loan will be guaranteed by SunOpta and each of SunOpta’s wholly-owned U.S. and Canadian subsidiaries (other than SunOpta Foods) that is a borrower or a guarantor under SunOpta Foods’ North American credit facilities. The Loan and the guarantees will be secured on a second lien basis by certain assets of SunOpta, SunOpta Foods and the other guarantors.
SunOpta Inc. is a global company focused on organic, non-GMO and specialty foods. SunOpta specializes in the sourcing, processing and packaging of organic and non-GMO food products, integrated from seed through packaged products; with a focus on strategic vertically integrated business models. SunOpta’s organic and non-GMO food operations revolve around value-added grain, seed, fruit and vegetable based product offerings, supported by a global sourcing and supply infrastructure. SunOpta also holds an approximate 66% ownership position in Opta Minerals Inc. (TSX:OPM), a producer, distributor, and recycler of industrial minerals and silica-free abrasives. Opta Minerals is a non-core holding.
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Certain statements included in this press release may be considered “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, which are based on information available to us on the date of this release. These forward-looking statements include, but are not limited to, the anticipated closing date of the acquisition of Sunrise (the “Transaction”) and the anticipated sources and amounts of debt and equity financing to satisfy the purchase price for the Transaction. Terms and phrases such as “will”, “look forward”, “expects”, “believes”, “intends” and other similar terms and phrases are intended to identify these forward looking statements. Forward looking statements are based on information available to us on the date of this release and are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors the Company believes are appropriate in the circumstances. The Company makes no representation that reasonable business people in possession of the same information would reach the same conclusions. Whether actual timing and results will agree with expectations and predications of the Company is subject to many risks and uncertainties that include, but are not limited to: risks associated with acquisitions generally such as potential volatility in the capital markets and impact on the ability to complete the proposed debt and equity financings necessary to satisfy the purchase price; conditions in the securities market that are less favorable than expected; and changes in the level of capital investment, as well as other risks described from time to time under “Risk Factors” in the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q (available at www.sec.gov). Consequently all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized.
CONTACT: For further information, please contact: SunOpta Inc. Public Relations Rob Litt, Director Global Communications Tel: 952-893-7863 Rob.firstname.lastname@example.org