Diamond Foods Announces Proposed Refinancing

SAN FRANCISCO, Jan. 28, 2014 (GLOBE NEWSWIRE) -- Diamond Foods, Inc. (Nasdaq:DMND) ("Diamond") announced today that it intends to refinance its debt capital structure. The Company seeks to refinance existing indebtedness outstanding under its senior secured credit facility maturing February 25, 2015 by establishing a new $125 million asset-backed revolving credit facility and a $415 million first lien term loan. The new senior secured credit facility would mature in 2018.

Diamond will also seek to issue approximately $230 million in senior unsecured notes due 2019 ("Notes"), which will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended ("Securities Act"), and to certain non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The initial issuance and sale of the Notes will not be registered under the Securities Act, and, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the registration or qualification requirements of other applicable securities laws. We do not expect that the terms of the Notes will provide for registration rights.

Net proceeds from these refinancings would be used to repay outstanding indebtedness under Diamond's existing credit facility, and to redeem Diamond's senior unsecured notes due 2020 held by Oaktree, including a prepayment premium. The Company expects that the proposed refinancing, if completed, would lower its cost of debt and provide greater flexibility in its capital structure.

The consummation of the refinancing is subject to completion of definitive agreements as well as other customary conditions, and is subject to market conditions. There can be no assurance that the refinancing will occur, or, if it does, as to the terms of the refinancing.

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any of the Notes or any other securities, nor shall there be any sale of the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Diamond Foods

Diamond Foods is an innovative packaged food company focused on building and energizing brands including Kettle® Chips, Emerald® snack nuts, Pop Secret® popcorn, and Diamond of California® nuts. Diamond's products are distributed in a wide range of stores where snacks and culinary nuts are sold. For more information, visit the Company's corporate web site: http://www.diamondfoods.com.

Note Regarding Forward-looking Statements

This press release includes forward-looking statements, including statements about the refinancing described above and related transactions, the anticipated terms and amount of the possible refinancing transactions, prospects for redeeming Oaktree senior notes, the ability of the Company to lower its cost of debt and achieve capital structure flexibility and prospects for consummating any refinancing transaction. These forward-looking statements are based on our assumptions and expectations only as of the date of this press release. We use the words "anticipate," "believe," "estimate," "expect," "intend," "plan," "seek," "may" and other similar expressions to identify forward-looking statements about our future expectations, projections of future results or financial condition, or other "forward-looking" information. You should carefully consider cautionary statements in this press release and under the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the periodic reports that we file from time to time with the SEC. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release. Actual results may differ materially from what we currently expect because of many risks and uncertainties, such as: unexpected difficulties in refinancing our existing indebtedness; unexpected delays or increased costs in implementing our business strategies; changes in consumer preferences for snack and nut products; risks relating to our leverage, including the cost of our debt and its effect on our ability to respond to changes in our business, markets and industry; potential difficulties raising additional capital, and the possibly dilutive impact of such capital; risks relating to litigation and regulatory proceedings; uncertainties relating to our relations with growers; availability and cost of walnuts and other raw materials; increasing competition and possible loss of key customers; and general economic and capital markets conditions.

CONTACT: Investors: ICR Katie Turner 415-230-7952 Media: ICR Anton Nicholas/Jessica Liddell 415-445-7431

Source:Diamond Foods, Inc.