NEW BERLIN, N.Y., USA – Chobani, LLC, a next generation food and beverage company originally known for its high-quality Greek yogurt, today announced the pricing of the previously announced private placement offering (the “offering”) and has agreed to issue and sell $500 million in aggregate principal amount of senior notes due on July 1, 2029, which will bear interest at a rate of 7.625% per annum (the “notes”).
The notes will be guaranteed on a senior unsecured basis by the Company’s immediate parent company, Chobani Global Holdings, LLC (the “Parent Guarantor”) and by each of the Parent Guarantor’s direct and indirect domestic subsidiaries, to the extent such entities are borrowers or guarantors under the Company’s first lien credit agreement or certain capital markets debt.
Completion of the notes offering is expected to occur on January 24, 2024, and is subject to, among other things, standard closing and market conditions.
Chobani intends to use the net proceeds from the offering, together with cash on hand, to redeem Chobani’s 7.500% Unsecured Senior Notes due 2025 (the “2025 notes”) and to pay related fees and expenses. Any remaining net proceeds from the offering will be used for general corporate purposes.
The notes will be Chobani’s senior debt and will rank: equally in right of payment with its and the guarantors’ existing and future senior debt, including under their credit facilities; senior in right of payment to any of Chobani’s or the guarantors’ future subordinated debt; effectively subordinated to all of Chobani’s and the guarantors’ existing and future secured indebtedness, including their credit facilities, to the extent of the value of the collateral securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other claims and liabilities, including preferred stock, of Chobani’s subsidiaries that will not guarantee the notes.
The notes to be offered will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Accordingly, the notes will be offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.
A confidential offering memorandum for the notes will be made available to such eligible persons. The offering will be conducted in accordance with the terms and subject to the conditions set forth in such offering memorandum.
