Pinnacle Foods Group to acquire Birds Eye Foods

Pinnacle Foods Group LLC has signed a definitive agreement to acquire Birds Eye Foods Inc from a holding company controlled by Vestar Capital Partners, Pro-Fac Cooperative, and Birds Eye management in a transaction valued at $1.3 billion.

Birds Eye Foods is a packaged food company with more than $930 million of total sales and consumer brands in frozen vegetables and meals, including Birds Eye, Birds Eye Voila!, and Birds Eye Steamfresh.

Owned by private equity funds controlled by The Blackstone Group, Pinnacle Foods produces and distributes iconic, branded packaged foods that can be found in 80% of US households. The company’s portfolio includes brands such as Swanson and Hungry-Man frozen dinners and entrees, Van de Kamp’s and Mrs Paul’s frozen seafood, Aunt Jemima frozen breakfasts, and Celeste frozen pizza.

Pinnacle Foods expects to fund the transaction using a combination of new debt financing at the company and a new equity contribution from Blackstone. The transaction will reduce leverage multiples at Pinnacle Foods. Closing of the transaction is expected to occur no later than the first quarter of 2010 and is subject to customary conditions, including regulatory approvals.

Debt financing in support of the acquisition will consist of senior secured credit facilities and senior unsecured bonds. Financing will be provided by Barclays Capital, Credit Suisse, BofA Merrill Lynch, HSBC, and Macquarie Capital.

As a result of this announcement, the planned public offering of Birds Eye Foods stock will be withdrawn.