Attached files
file | filename |
---|---|
EX-2.1 - EX-2.1 - Connors Bros. Holdings, L.P. | a57764exv2w1.htm |
EX-99.1 - EX-99.1 - Connors Bros. Holdings, L.P. | a57764exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 4, 2010
(Date of earliest event reported)
(Date of earliest event reported)
CONNORS BROS. HOLDINGS, L.P.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
333-166998-03 (Commission File Number) |
N/A (IRS Employer Identification Number) |
c/o Centre Partners Management | ||
LLC | ||
30 Rockefeller Plaza, 50th Floor | ||
New York, NY | ||
(Address of principal executive | 10020 | |
offices) | (Zip Code) |
212-332-5800
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement | ||||||||
Item 8.01. Other Events | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-2.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 | Entry Into a Material Definitive Agreement. |
On November 4, 2010, Connors Bros. Holdings, L.P. (the Company), Clover Leaf Seafood
Cooperatief U.A. (the Coop), Clover Leaf Seafood 2 B.V. (BV2, and together with the Company and
Coop, the Sellers) and, solely for purposes of Section 5.9 thereof, Bumble Bee Foods, L.P. (BBF
LP), entered into a Transaction Agreement (the Transaction Agreement) with Lion/Big Catch
Luxembourg 1 S.à r.l. (Lion), pursuant to which Lion has agreed to purchase (the
Purchase) for $980 million in cash, subject to certain adjustments (the Purchase Price), (i)
from the Company, 100% of the outstanding capital stock of Stinson Seafood (2001), Inc., a Delaware
corporation (Stinson) , (ii) from the Coop, 100% of the outstanding shares in the capital of
Clover Leaf Seafood B.V. (BV1) and (iii) from BV2, a certain intercompany note or receivable
owing from Clover Leaf Holdings Company to BV2 (the Note).
The consummation of the Purchase is subject to customary conditions to closing, including the
receipt of requisite antitrust approvals under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the HSR Act), the representations and warranties of the parties being true as
of the closing date (subject to certain materiality qualifications), the covenants of the parties
required to be performed before the closing having been performed in all material respects, the
absence of a material adverse effect on the business of Stinson, BV1 and their respective
subsidiaries (taken as a whole), and the delivery on the closing date of a notice of redemption
with respect to the Notes (as defined below) and the satisfaction and discharge of the indenture
governing such Notes. The consummation of the Purchase will not occur until the final day of the
marketing period under the Transaction Agreement (unless Lion determines to consummate the
Purchase prior to the end of such marketing period). The marketing period consists of 20
consecutive business days commencing no earlier than November 15, 2010. Throughout the marketing
period, Lion will have received from the Sellers certain financial statements and other financial
and other information related to Lions debt financing, nothing may occur and no condition may
exist that would cause certain of the closing conditions to fail to be satisfied at any time during
such period, and the parties must make all appropriate filings required under the HSR Act.
Furthermore, all applicable waiting periods under the HSR Act must have expired or terminated at
least 9 business days prior to the end of the marketing period, and the entirety of such 20
consecutive business day period must occur either prior to or on December 17, 2010 or after January
2, 2011. Finally, the marketing period will be deemed not to have commenced if during such period
the auditors with respect to the financial statements delivered to Lion, as described above,
withdraw their opinion with respect to such financial statements.
Lion has obtained equity commitments from Lion Capital Fund III, L.P. and certain of its
related entities, and third party debt financing commitments for the Purchase, the aggregate
proceeds of which will be sufficient for Lion to pay the Purchase Price and all related fees and
expenses. The Sellers are required to provide customary cooperation in connection with Lions debt
financing. However, consummation of the Purchase is not subject to a financing condition.
The Transaction Agreement contains certain customary termination rights, including each
partys right to terminate the Transaction Agreement if the Purchase has not been consummated prior
to December 30, 2010. Lion will be required to pay the Sellers a reverse termination fee of
$30,000,000 upon termination of the Transaction Agreement by any Seller (i) under circumstances in
which all of the conditions of Lion to the closing of the Purchase have been satisfied or waived
(other than those conditions that by their terms are to be satisfied at the closing but provided
that those conditions would have been satisfied) and Lion fails to consummate the Purchase within
the time frame required under the Transaction Agreement, or (ii) due to a Willful Breach (as
defined in the Transaction Agreement) by Lion
of the Transaction Agreement (subject to a limited cure period for any Willful Breach that is
curable).
Table of Contents
The Sellers have the right to specifically enforce Lion to perform its obligations under
the Transaction Agreement with respect to obtaining financing and regulatory approvals. If Lions
closing conditions to the Purchase are satisfied (other than those conditions that by their terms
are to be satisfied at the closing but provided that those conditions would be satisfied) and the
debt financing is unconditionally available to be drawn down by Lion (and the lenders stand ready
and willing to fund such financing), then the Sellers have the right to specifically enforce Lion
to consummate the Purchase. If Lions closing conditions to the Purchase are satisfied (other than
those conditions that by their terms are to be satisfied at the closing but provided that those
conditions would be satisfied) and the debt financing is unconditionally available to be drawn down
by Lion, the Sellers are entitled to cause Lion to enforce the terms of the equity and debt
commitment letters.
Lion Capital Fund III, L.P. and certain of its related entities have provided a limited
guarantee in favor of the Sellers, dated November 4, 2010, guaranteeing the payment by Lion of its
reverse termination fee under the Transaction Agreement subject to the terms and conditions set
forth in such limited guarantee.
The Transaction Agreement contains customary representations, warranties and covenants for a
transaction of this nature. The Sellers are providing limited indemnification for breaches of
representations, warranties and covenants. Recourse for the above Seller indemnification
obligations, as well as for any post-closing purchase price adjustment, is limited to an aggregate
$35 million escrow funded by the Sellers out of the proceeds of the Purchase Price.
Concurrent with the consummation of the Purchase, Bumble Bee Foods, LLC, Connors Bros. Clover
Leaf Seafoods Company and Bumble Bee Capital Corp. will deliver a notice of redemption to effect
the redemption and/or satisfaction and discharge of all outstanding Senior Secured Notes due 2015
(the Notes), issued by Bumble Bee Foods, LLC, Connors Bros. Clover Leaf Seafoods Company and
Bumble Bee Capital Corp. and guaranteed by the Company and its other subsidiaries.
The foregoing description of the Transaction Agreement and the transactions contemplated
therein is qualified in its entirety by reference to the full text of the Transaction Agreement, a
copy of which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.
Cautionary Statements
Except for its status as a contractual document that establishes and governs the legal
relations among the parties thereto with respect to the transactions described in this report, the
Transaction Agreement is not intended to be a source of factual, business or operational
information about the parties.
The representations, warranties, covenants and agreements made by the parties in the
Transaction Agreement are made as of specific dates. The assertions embodied in those
representations and warranties were made for purposes of the Transaction Agreement and are subject
to qualifications and limitations agreed to by the respective parties in connection with
negotiating the terms of the Transaction Agreement. In addition, certain representations and
warranties were made as of a specific date, may be subject to a contractual standard of materiality
different from what might be viewed as material to you or may have been used for the purpose of
allocating risk between the respective parties rather than establishing matters as facts.
Table of Contents
Item 8.01. Other Events.
On November 4, 2010, Centre Partners and Lion issued a press release announcing the execution
of the Transaction Agreement. A copy of the press release is attached as Exhibit 99.1 to this
report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 | Transaction Agreement, dated November 4, 2010, by and among Connors Bros. Holdings, L.P., Clover Leaf Seafood Cooperatief U.A., Clover Leaf Seafood 2 B.V., Lion/Big Catch Luxembourg 1 S.à r.l. and, solely for purposes of Section 5.9 thereof, Bumble Bee Foods, L.P. | ||
99.1 | Press release issued by Centre Partners and Lion on November 4, 2010. |
Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONNORS BROS. HOLDINGS, L.P. | ||||
(Registrant) | ||||
/s/ Kent McNeil | ||||
Kent McNeil | ||||
Executive Vice President and Chief Financial Officer | ||||
Date: November 5, 2010
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
2.1
|
Transaction Agreement, dated November 4, 2010, by and among Connors Bros. Holdings, L.P., Clover Leaf Seafood Cooperatief U.A., Clover Leaf Seafood 2 B.V., Lion/Big Catch Luxembourg 1 S.à r.l. and , solely for purposes of Section 5.9, Bumble Bee Foods, L.P. | |
99.1
|
Press release issued by Centre Partners and Lion on November 4, 2010. |