Slaughter and May is advising Premier Foods plc ('Premier Foods') on its £1,128 million capital refinancing plan (the 'Capital Refinancing Plan'), announced on 4 March 2014.

The plan has the following four components:

• the raising of c.£353 million gross proceeds via a fully underwritten placing raising c.£100 million, and a fully underwritten rights issue raising c.£253 million (the 'Placing and Rights Issue')
• a high yield bond issue maturing in 2020/21 with gross proceeds of c.£475 million
• a £300 million new revolving credit facility, maturing in 2019
• a revised funding arrangement with the Premier Foods Pension Scheme, the Premier Foods Grocery Products Pension Scheme and the RHM Pension Scheme which will reduce pension deficit contributions over the next six years whilst granting the pension schemes security up to £450 million (in aggregate) and certain dividend matching rights for any dividends paid by Premier Food and its subsidiaries (the 'Group') up to 2019

As a result of the Capital Refinancing Plan being implemented, the Group’s current financing facilities will be prepaid and cancelled.

The Capital Refinancing Plan is subject to the approval by Premier Foods’ shareholders at a general meeting on 20 March 2014. As part of that general meeting a resolution to approve the joint venture between Premier Foods and The Gores Group LLC in relation to the Hovis bread business will also be proposed. Slaughter and May is also advising on this transaction as disclosed on 27 January 2014.

Slaughter and May is working as a team with Cravath Swaine & Moore LLP on the proposed high yield bond issuance. Other legal advisers on the capital refinancing include Allen & Overy for the lending banks.

Robert Byk, one of the lead partners for the Slaughter and May team, says:

"The launch of the capital refinancing represents a very significant milestone for Premier and it has been a pleasure working with them through the significant complexities and diverse elements that make up this refinancing."

CONTACTS
Financing: Robert Byk (partner), Susan Hughes (associate), Oliver Storey (associate), Daniel Tan (associate), Norah Ali (associate), Smriti Sriram (trainee); Corporate: Michael Corbett (partner), Filippo de Falco (associate), Ross Davies (associate), Nick Hyde (associate), Shawn Carrington (associate); IP: Cathy Connolly (partner), Laura Houston (associate); Tax: Mike Lane (partner), Shofiq Miah (associate); Pensions and Employment: Roland Doughty (partner), Katherine Flower (associate), Sarah Ferguson (associate); Real Estate: John Nevin (partner), Roopa Modi (associate)

Cravath Swaine & Moore LLP: David Mercado (partner)

Allen & Overy: Melissa Samuel