Pinnacle Foods Inc. Announces Secondary Offering of 15 Million Shares of Common Stock

PARSIPPANY, NJ (September 8, 2014) — Pinnacle Foods Inc. (NYSE: PF) today announced that certain of its stockholders, consisting primarily of affiliates of Blackstone, intend to offer for sale in an underwritten secondary offering 15 million shares of the Company’s common stock, pursuant to the Company’s shelf registration statement to be filed with the Securities and Exchange Commission (the “Commission”). In addition, the bookrunners will have an option to purchase up to an additional 2.25 million shares from the selling stockholders. The registration of the offering and the sale of the shares are being effected pursuant to Blackstone’s registration rights under a registration rights agreement among the Company and certain of its stockholders.

The selling stockholders will receive all of the proceeds from this offering. No shares are being sold by the Company. The Company expects the offering to close on September 12, 2014, subject to customary closing conditions.

Credit Suisse and Morgan Stanley are acting as bookrunners for the offering.

The offering of these securities will be made only by means of a prospectus and an accompanying prospectus supplement, copies of which may be obtained for free by visiting the Commission’s website at  Alternatively, copies of the prospectus and the accompanying prospectus supplement may be obtained from Credit Suisse by telephone at 1-800-221-1037 or by email at; and from Morgan Stanley at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.


Pinnacle Foods Contact                                                          

Maria Sceppaguercio
Sr. Vice President, Investor Relations & Communications
Pinnacle Foods Inc.