CHICAGO--(BUSINESS WIRE)--Fitch Ratings has withdrawn the ratings for Big Heart Pet Brands (BHPB) in anticipation of the repayment of BHPB's $2.6 billion debt in conjunction with the company's acquisition by The J.M. Smucker Company (Smucker). Fitch expects the deal to close as anticipated by the end of March 2015, subject to customary closing conditions.
Based on preliminary information indicating Smucker's pro forma leverage (total debt to EBITDA) around 4.0x post the acquisition, and the company's intention to prioritize deleveraging with FCF, Fitch expects the merged entity would likely be rated in the 'BBB' category. However, Fitch does not rate Smucker and does not have sufficient information on the pace of deleveraging over the next two years to resolve the Rating Watch Positive.
BHPB issued a redemption notice pursuant to the indenture governing its $900.0 million outstanding 7.625% senior notes due 2019 redeeming the full aggregate principal amount outstanding of the senior notes with an effective date of March 23, 2015. Redemption price equals 101.906% of aggregate principal amount plus accrued and unpaid interest.
Acquisition financing includes $3.65 billion senior unsecured notes that were issued earlier this month, a new $1.75 billion bank term loan and 17.9 million common share issuance (approximately $2 billion). Proceeds will also be used to pay off $1.1 billion of Smucker's private placement notes.
The following ratings were on Positive Watch and have been withdrawn:
--Long-term Issuer Default Rating (IDR) 'B';
--$225 million asset based loan (ABL) revolver 'BB/RR1';
--$1.7 billion secured term loan B 'BB/RR1';
--$900 million unsecured notes 'B/RR4'.
Additional information is available at 'www.fitchratings.com'.
Applicable Criteria and Related Research:
--'Corporate Rating Methodology' (May 2014);
--'Recovery Ratings and Notching Criteria for Non-financial Corporate Issuers' (November 2014).
Applicable Criteria and Related Research:
Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=749393
Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=813588
Additional Disclosure
Solicitation Status
http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=981472
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