TORONTO--(BUSINESS WIRE)--
SunOpta Inc. ("SunOpta") (Nasdaq:STKL) (TSX:SOY) announced today that
its subsidiary, SunOpta Foods Inc. ("SunOpta Foods"), intends, subject
to market and other conditions, to offer approximately $300 million in
aggregate principal amount of senior secured second lien notes due 2023
(the "Notes") in a private offering in the near future.
SunOpta Foods intends to use the net proceeds of the Notes offering,
together with borrowings under its senior secured asset-based revolving
credit facility (the "Global Credit Facility"), to repay in full the
term loans outstanding under the Second Lien Loan Agreement, dated
October 9, 2015, plus accrued and unpaid interest, which term loans were
borrowed in connection with SunOpta's acquisition of Sunrise Holdings
(Delaware), Inc., the direct parent company of Sunrise Growers, Inc.,
and to pay related fees and expenses.
The Notes will be guaranteed by SunOpta and each of SunOpta's
wholly-owned U.S., Canadian and Dutch subsidiaries (other than SunOpta
Foods) that is a guarantor under the Global Credit Facility. The Notes
and the guarantees will be secured on a second lien basis by certain
assets of SunOpta, SunOpta Foods and the guarantors.
The Notes and the related note guarantees have not and will not be
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 to, or for the benefit of, U.S. persons except
pursuant to an applicable exemption from the registration requirements
of the Securities Act and applicable state securities laws. The Notes
will be offered only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act and to non-U.S. persons in
accordance with Regulation S under the Securities Act. The Notes will
also be offered for sale in Canada on a private placement basis.
This press release does not and will not constitute an offer to sell or
the solicitation of an offer to buy securities, nor will there be any
sale of these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such state. This press release is being
issued pursuant to and in accordance with Rule 135c under the Securities
Act.
About SunOpta
SunOpta Inc. is a leading global company focused on organic,
non-genetically modified ("non-GMO") and specialty foods. The Company
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. The
Company'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.
Forward-Looking Statements
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, our ability to consummate the offering of the
Notes as planned and described herein or at all. Terms and phrases such
as "anticipate," "estimate," "intend," "project," "potential,"
"continue," "believe," "expect," "could," "would," "should," "might,"
"plan," "will," "may," "predict," the negatives of such terms, and words
and phrases of similar impact 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 SunOpta in light of its experience and its
perception of historical trends, current conditions and expected future
developments as well as other factors SunOpta believes are appropriate
in the circumstances. SunOpta 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 SunOpta is subject to many risks and
uncertainties that include, but are not limited to potential volatility
in the capital markets and conditions in the securities markets that are
less favorable than expected, as well as other risks described from time
to time under "Risk Factors" in SunOpta'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 SunOpta will be realized.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160412005487/en/
SunOpta Inc.
Public Relations
Rob Litt, 952-893-7863
Director
Global Communications
[email protected]
Source: SunOpta Inc.
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