Attached files
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EX-4.1 - EX-4.1 - SNYDER'S-LANCE, INC. | g25508exv4w1.htm |
EX-10.1 - EX-10.1 - SNYDER'S-LANCE, INC. | g25508exv10w1.htm |
EX-10.2 - EX-10.2 - SNYDER'S-LANCE, INC. | g25508exv10w2.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): December 7, 2010
SNYDERS-LANCE, INC.
(Exact Name of Registrant as Specified in Charter)
North Carolina | 0-398 | 56-0292920 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
13024 Ballantyne Corporate Place, Ste 900, Charlotte, NC | 28277 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (704) 554-1421
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. |
The information contained in Item 2.03 of this report is incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
New Credit Agreement
In connection with the merger of Snyders of Hanover, Inc. into Lima Merger Corp., a
wholly-owned subsidiary of Lance, Inc. (the Lance), Lance entered into a new credit agreement,
dated as of December 7, 2010 (the New Credit Agreement), with each of the lenders named therein,
Bank of America, National Association, as administrative agent and issuing lender, and JPMorgan
Chase Bank, N.A. and Manufacturers and Traders Trust Company, as co-syndication agents. Also in
connection with the merger, Lance changed its name to Snyders-Lance, Inc. (the Company),
effective December 10, 2010.
The New Credit Agreement provides for revolving loans of up to a maximum aggregate amount
outstanding of $265 million, including up to $30 million of which may be utilized for letters of
credit. The Company may increase the available credit under the New Credit Agreement by up to an
aggregate amount of $100 million, under specified circumstances and subject to certain limitations.
The New Credit Agreement expires on December 7, 2015, unless terminated earlier in accordance with
its terms.
The obligations of the lenders to make initial loans or issue letters of credit under the New
Credit Agreement are subject to certain conditions, which must be satisfied on or before December
31, 2010, including, among others, (i) receipt by the administrative agent of instructions from the
Company to apply initial borrowings under the New Credit Agreement to repay all outstanding amounts
due under the Companys Existing Credit Agreement (as defined below), other than $50 million in
term loans due under the Existing Credit Agreement; (ii) termination of the revolving commitments
and Canadian commitments under the Existing Credit Agreement; and (iii) consummation of the merger
with Snyders.
Borrowings under the New Credit Agreement will bear interest at a floating rate or rates equal
to, at the option of the Company, (i) a Eurodollar rate plus an applicable margin specified in the
New Credit Agreement or (ii) a base rate plus an applicable margin specified in the New Credit
Agreement. The applicable margin added to the Eurodollar rate and base rate is subject to
adjustment after the end of each fiscal quarter based on changes in the Companys total
debt-to-EBITDA ratio.
The Company will pay a specified ticking fee and a specified facility fee based on the amount
of each lenders commitment under the New Credit Agreement. The facility fee will be subject to
adjustment after the end of each fiscal quarter based on changes in the Companys total
debt-to-EBITDA ratio. The Company will also pay a letter of credit fee with respect to each letter
of credit based on the average daily amount available to be drawn on the letter of credit, at a
rate equal to the applicable margin with respect to Eurodollar loans under the New Credit
Agreement.
The New Credit Agreement contains customary representations, warranties and covenants that are
substantially similar to those in the Existing Credit Agreement. The financial covenants include a
maximum total debt to EBITDA ratio and a minimum interest coverage ratio. Other covenants include,
but are not limited to, limitations on: (i) liens, (ii) dispositions of assets, (iii) mergers and
acquisitions, (iv) loans and investments, (v) subsidiary indebtedness, (vi) transactions with
affiliates and (v) certain dividends and distributions.
The New Credit Agreement contains customary events of default, including a cross default
provision and a change of control provision. If an event of default occurs and is continuing, the
Company may be required to repay all amounts outstanding under the New Credit Agreement.
The investment and commercial banking firms that are parties to the New Credit Agreement or
their affiliates have performed in the past, and may perform in the future, banking, investment
banking, and/or advisory services for the Company and its affiliates from time to time for which
they have received, or will receive, customary fees and expenses.
On
December 8, 2010, the Company used cash and proceeds from the New
Credit Agreement to repay outstanding borrowings under the revolving
and Canadian commitments under the Existing Credit Agreement. The
revolving commitments and the Canadian commitments under the Existing
Credit Agreement were terminated, and all of the Companys
obligations under those commitments were satisfied. As of
December 8, 2010, the total outstanding principal balance under
the New Credit Agreement was $105 million.
The foregoing summary of the New Credit Agreement is not complete and is qualified in its
entirety by reference to the full text of the New Credit Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Amendment to Existing Credit Agreement
In connection with the merger, the Company entered into the Second Amendment, dated as of
December 7, 2010 (the Second Amendment), to the existing Credit Agreement, dated as of October
20, 2006, among the Company, Tamming Foods Ltd., the lenders party thereto and Bank of America,
National Association, as administrative agent, issuing lender and Canadian agent (the Existing
Credit Agreement).
The Second Amendment amends certain provisions in the Existing Credit Agreement to, among
other things, (i) permit the merger with Snyders, (ii) align the covenants and defaults in the
Existing Credit Agreement with the covenants and defaults in the New Credit Agreement, (iii) upon
an initial borrowing under the New Credit Agreement, provide for repayment in full of the
outstanding amounts under the revolving credit commitments and Canadian commitments under the
Existing Credit Agreement and for the termination of such commitments, and (iv) in the event that
the conditions necessary for initial borrowings under the New Credit Agreement are not satisfied at
the effective time of the merger with Snyders, permit the Company to use revolving credit loans
under the Existing Credit Agreement to fund dividends paid in connection with the merger.
As
described above, on December 8, 2010, cash and proceeds from the
New Credit Agreement were used to repay the outstanding borrowings
under the revolving and Canadian commitments under the Existing
Credit Agreement.
The foregoing summary of the Existing Credit Agreement is not complete and is qualified in its
entirety by reference to the full text of the Existing Credit Agreement, a copy of which is
attached hereto as Exhibit 10.2 and incorporated herein by reference.
Amended and Restated Note Purchase Agreement
Prior to the merger, Snyders and Snyders Manufacturing entered into a Note Purchase and
Guarantee Agreement, dated as of June 12, 2007 (the Original Note Agreement), with certain
institutional investors (the Noteholders), pursuant to which (i) Snyders Manufacturing sold to
the
Noteholders its 5.72% Senior Notes due June 12, 2017 in the aggregate principal amount of $100
million (the Notes) and (ii) Snyders agreed to guaranty the obligations under the Original
Notes.
In connection with the merger, the Company, Snyders and Snyders Manufacturing
entered into an Amended and Restated Note Purchase Agreement, dated as of December 7, 2010 (the
Restated Note Purchase Agreement), with each of the Noteholders, which amended and restated the
Original Note Agreement. Pursuant to the Restated Note Purchase Agreement, (i) the Company assumed
the obligations of Snyders Manufacturing under the Original Note Agreement and Notes, in each case
as amended by the Restated Note Purchase Agreement, including the obligation to pay all amounts due
under the Notes as if the Company were the original issuer of the Notes, and (ii) Snyders was
released from its guaranty of the Notes.
Pursuant to the Restated Note Purchase Agreement, the Notes will mature on June 12, 2017. The
Notes will accrue interest at the rate of 5.72% per year, payable semi-annually on June 12 and
December 12 of each year. In addition, the Company paid each Noteholder an amendment fee equal to
0.05% of the outstanding principal amount of the Notes held by each Noteholder at the time of
entering into the Restated Note Purchase Agreement.
The Company may prepay and redeem all or a portion of the Notes at any time and from time to
time, in each case for a price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of redemption, plus a make whole premium.
In the event of a Change of Control (as defined in the Restated Note Purchase Agreement), the
Company must offer to prepay and redeem all of the notes for a price equal to 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of prepayment, but without a
make whole premium.
The Restated Note Purchase Agreement contains covenants that place limitations on the Company
and its subsidiaries with respect to: (i) transactions with affiliates, (ii) mergers and
acquisitions, (iii) liens, (iv) dispositions of assets, (v) subsidiary indebtedness and (vi)
certain dividends and distributions. The Restated Note Purchase Agreement also includes a maximum
total debt to EBITDA ratio and a minimum interest coverage ratio.
The Restated Note Purchase Agreement contains customary events of default. If an event of
default occurs and is continuing, the maturity date and payment of the Notes may be accelerated.
The foregoing summary of the Restated Note Purchase Agreement is not complete and is qualified
in its entirety by reference to the full text of the Restated Note Purchase Agreement, a copy of
which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Exhibit Description | |||
4.1 | Amended and Restated Note Purchase Agreement, dated as of December 7, 2010, among the
Company, Snyders of Hanover, Inc., Snyders Manufacturing, Inc. and each of the noteholders
named therein, filed herewith |
Exhibit No. | Exhibit Description | |||
10.1 | Credit Agreement, dated as of December 7, 2010, among the Company, each of the lenders named
therein, Bank of America, National Association, as administrative agent and issuing lender,
and JPMorgan Chase Bank, N.A. and Manufacturers and Traders Trust Company, as co-syndication
agents, filed herewith |
|||
10.2 | Second Amendment, dated December 7, 2010, to the Credit Agreement dated as of October 20,
2006, among the Company, Tamming Foods, Ltd., Bank of America, National Association, Wells
Fargo Securities, LLC (formally Wachovia Capital Markets, LLC) and the other lenders named
therein, filed herewith |
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 hereunto duly authorized.
SNYDERS-LANCE, INC. (Registrant) |
||||
Date: December 13, 2010 | By: | /s/Rick D. Puckett | ||
Rick D. Puckett | ||||
Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
ON
FORM 8-K
Date of Event Reported: | Commission File No: | |
December 7, 2010 | 0-398 |
SNYDERS-LANCE, INC.
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |||
4.1 | Amended and Restated Note Purchase Agreement, dated as of December 7, 2010, among the
Company, Snyders of Hanover, Inc., Snyders Manufacturing, Inc. and each of the noteholders
named therein, filed herewith |
|||
10.1 | Credit Agreement, dated as of December 7, 2010, among the Company, each of the lenders named
therein, Bank of America, National Association, as administrative agent and issuing lender,
and JPMorgan Chase Bank, N.A. and Manufacturers and Traders Trust Company, as co-syndication
agents, filed herewith |
|||
10.2 | Second Amendment, dated December 7, 2010, to the Credit Agreement dated as of October 20,
2006, among the Company, Tamming Foods, Ltd., Bank of America, National Association, Wells
Fargo Securities, LLC (formally Wachovia Capital Markets, LLC) and the other lenders named
therein, filed herewith |