Inventure Foods,Inc. (NASDAQ:SNAK) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
On September22, 2017 (the “Effective Date”), Oregon Potato Company, a Washington corporation (“Buyer”), acquired certain of the assets, properties and rights related to the frozen fruits, vegetable blends and beverages, and frozen desserts business (the “Frozen Business”) of Inventure Foods,Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiaries, Rader Farms,Inc., a Delaware corporation (“Rader”), and Willamette Valley Fruit Company, a Delaware corporation (“Willamette”) (collectively, the “Frozen Business”), to an Asset Purchase Agreement, dated as of September8, 2017, by and among the Company, Rader, Willamette and Buyer (the “Purchase Agreement”), for cash consideration of $50.0 million, adjusted for estimated net working capital as of the Effective Date and reduced for transaction costs (the “Transaction”).
In accordance with the Purchase Agreement, Buyer acquired certain of the assets, properties and rights of the Frozen Business, including inventory, frozen food processing equipment assets, certain real property and associated plants primarily located in Lynden, Washington and Salem, Oregon, and other intellectual property. The Frozen Business plants processed and packaged individually quick frozen (“IQF”) fruits sold primarily to grocery stores, club stores and mass merchandisers and through the industrial channel as ingredients.
The Company, Rader, Willamette and Buyer each made customary representations, warranties and covenants in the Purchase Agreement. The parties also agreed to provide customary indemnities, which are subject to customary limitations.
The net proceeds from the Transaction were used to repay in full the indebtedness under the Company’s revolving credit facility with Wells Fargo Bank, National Association and the other lenders party thereto, and to pay down indebtedness under its term loan credit facility with BSP Agency, LLC and the other lenders party thereto, as required under such credit facilities.
The foregoing descriptions of the Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit2.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On September28, 2017, the Company issued a press release announcing the closing of the Transaction, a copy of which is attached hereto as Exhibit99.2.
Item 9.01. Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of the Company as of and for the six months ended July1, 2017 and for the fiscal year ended December31, 2016 giving effect to the sale are filed herewith as Exhibit99.1 and are incorporated herein by reference.
The unaudited pro forma consolidated condensed financial statements are not intended to be a complete presentation of the Company’s financial position or results of operations had the sale occurred as of and for the periods indicated. In addition, the unaudited pro forma consolidated condensed financial statements are provided for illustrative and informational purposes only, and are not necessarily indicative of the Company’s historical or future results of operations or financial condition had the sale been completed on the dates assumed.
