Attached files
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EX-10.2 - EXHIBIT 10.2 - RALCORP HOLDINGS INC /MO | c08067exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - RALCORP HOLDINGS INC /MO | c08067exv10w1.htm |
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 (Date of earliest event reported): November 4, 2010
RALCORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Missouri | 1-12619 | 43-1766315 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
800 Market Street, Suite 2900, St. Louis, MO |
63101 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (314) 877-7000
(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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2010, Ralcorp Holdings, Inc. (Ralcorp), and certain of its subsidiaries, amended
their trade receivables securitization program which provides a source of liquidity for Ralcorp.
Under this program, Ralcorp and certain of its subsidiaries (collectively, the Originators) sell
their customer trade receivables (the Receivables), on a revolving basis, to Ralcorp Receivables
Corporation, a subsidiary of Ralcorp and a bankruptcy-remote special purpose entity (the SPE).
The SPE then sells interests in the receivables to funding sources referred to below, which will
acquire such interests through cash advances.
The Amended and Restated Receivables Purchase Agreement, dated as of November 4, 2010, among the
SPE, Ralcorp, the Commercial Paper Conduits party thereto, the Committed Purchasers party
thereto, the Funding Agents party thereto, and JPMorgan Chase Bank, N.A., as agent (the Agent)
(the Purchase Agreement) is attached hereto as Exhibit 10.1, and the Amended Restated Receivables
Sale Agreement, dated as of November 4, 2010, by and among the Originators and the SPE (the Sale
Agreement and, together with the Purchase Agreement, the Agreements) is attached hereto as
Exhibit 10.2.
The Agreements include Post Foods, LLC, Cottage Bakery, Inc., and Harvest Manor Farms, LLC as new
Originators under the program, extend the facility termination date to May 4, 2012, subject to
extensions thereafter with the approval of the funding sources, and increase the maximum amount
that may be advanced by the funding sources from $75 million to $135 million.
The Originators and the SPE provide customary representations and covenants under the Agreements.
Receivables in the program are subject to customary criteria, limits and reserves. The Purchase
Agreement provides for certain Amortization Events, as defined therein, upon the occurrence of
which the Agent or the Funding Agents may terminate further purchases of undivided interests in the
Receivables and impose default fees. Neither the Originators nor the SPE will guarantee
collectibility of the Receivables or the creditworthiness of obligors thereunder. However, Ralcorp
will provide a guaranty of performance in respect of the obligations of the Originators under the
program, including obligations of the Originators in respect of Receivables which do not comply
with the requirements and representations under the program.
The SPE pays CP Costs or Yield (each as defined in the Purchase Agreement) with respect to amounts
advanced under the program. The calculation of CP Costs and Yield will vary based on the funding
alternatives and may be based on LIBOR rates or commercial paper rates, among other alternatives.
The SPE paid an upfront fee equal to 0.10% of the commitments of the funding sources at closing and
will pay certain additional fees to the funding sources based on the amounts advanced under the
program.
The descriptions of the terms of the Purchase Agreement and the Sale Agreement set forth above are
only summaries of certain of the material terms thereof, and such descriptions are qualified in
their entirety by reference to the forms of such documents, which are attached hereto as Exhibits
10.1 and 10.2, and are incorporated herein by reference.
From time to time in the ordinary course of their respective businesses, the Agent and certain of
the Committed Purchasers and their affiliates have engaged in and may in the future engage in
commercial banking, derivatives and/or financial advisory, investment banking and other
commercial transactions and services with Ralcorp and its affiliates, including as lenders or
participants in Ralcorps credit facilities, for which they have received or will receive customary
fees and commissions.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number | Description | ||
10.1 | Amended and Restated Receivables Purchase Agreement, dated as of
November 4, 2010, among Ralcorp Holdings, Inc., Ralcorp Receivables
Corporation, the Commercial Paper Conduits party thereto,
the Committed Purchasers party thereto, the Funding Agents party
thereto, and JPMorgan Chase Bank, N.A., as agent. |
||
10.2 | Amended
and Restated Receivables Sale Agreement, dated as of November
4, 2010, among the Originators party thereto and Ralcorp
Receivables Corporation. |
SIGNATURES
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.
Ralcorp Holdings, Inc. (Registrant) |
||||
By: | /s/ T.G. Granneman | |||
T.G. Granneman | ||||
Corporate Vice President and Chief Accounting Officer | ||||
Date:
November 9, 2010
Exhibit Index
Number | Description | ||
10.1 | Amended and Restated Receivables Purchase Agreement, dated as of
November 4, 2010, among Ralcorp Holdings, Inc., Ralcorp Receivables
Corporation, the Commercial Paper Conduits party thereto,
the Committed Purchasers party thereto, the Funding Agents party
thereto, and JPMorgan Chase Bank, N.A., as agent. |
||
10.2 | Amended
and Restated Receivables Sale Agreement, dated as of November
4, 2010, among the Originators party thereto and Ralcorp
Receivables Corporation. |