Connors Bros. Income Fund yesterday announced that, pursuant to its existing exchange rights, Bumble Bee Holdings II, LLC has delivered a notice of its intention to exchange its remaining equity interest in the Fund's principal operating subsidiaries, Clover Leaf Seafoods, L.P. and Bumble Bee Seafoods, LLC, for units of the Fund.
Upon the completion of this exchange, the Fund will hold a 100% equity interest in Clover Leaf Seafoods and Bumble Bee Seafoods.
In connection with this exchange, the Fund will indirectly issue 7,145,776 ordinary units to Bumble Bee Holdings as consideration for the remaining equity interest in its operating subsidiaries.
Bumble Bee Holdings has advised the Fund that it will distribute these ordinary units to its investors, including affiliates of Centre Partners Management, LLC (the “Centre Entitiesâ€) and members of the Fund management team. Bumble Bee Holdings has also advised the Fund that the Centre Entities sold 5,729,404 ordinary units of the Fund (including 5,489,475 of the ordinary units issued by the Fund on the exchange) in a wide distribution transaction through the facilities of the Toronto Stock Exchange on March 30, 2005.
Following the completion of these transactions, the Fund will have approximately 51.5 million ordinary units outstanding. Members of Clover Leaf Seafoods and Bumble Bee Seafoods management will receive 1,656,301 ordinary units of the Fund in connection with the exchange, but are not selling any ordinary units in these transactions and will continue to hold an approximately 6% interest in the Fund. The Centre Entities will no longer hold an equity interest in the Fund.
Connors Bros. Income Fund is a Canadian based unincorporated open-ended trust established under the laws of the