BOB EVANS FARMS, INC. (NASDAQ:BOBE) Files An 8-K Entry into a Material Definitive Agreement

BOB EVANS FARMS, INC. (NASDAQ:BOBE) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01. Entry into a Material Definitive Agreement.

On April28, 2017, Bob Evans Farms, Inc., a Delaware corporation
(the Company), entered into a $300.0million Credit
Agreement (the Credit Agreement) among its wholly-owned
subsidiaries, BEF Foods, Inc., an Ohio corporation (the
Borrower), as borrower, Bob Evans Farms, LLC, an Ohio
limited liability company, Bob Evans Holding, Inc., an Ohio
corporation, BEF Management, Inc., an Ohio corporation, Bob Evans
Transportation Company, LLC, an Ohio limited liability company
(the Guarantors), and the Company, as guarantors; Bank of
America, N.A., as administrative agent, swingline lender and L/C
issuer; PNC Bank, National Association and JPMorgan Chase Bank,
N.A., as co-syndication agents; Merrill Lynch, Pierce, Fenner
Smith Incorporated, JPMorgan Chase Bank, N.A. and PNC Capital
Markets LLC, as joint lead arrangers and joint bookrunners; and
PNC Bank, National Association, JPMorgan Chase Bank, N.A., Bank
of America, N.A., Fifth Third Bank, and Wells Fargo Bank,
National Association, as lenders. All obligations under the
Credit Agreement are unconditionally guaranteed by the Company
and the Guarantors. The Credit Agreement is secured by a
first-priority security interest in certain property and assets
of the Company, the Borrower and the Guarantors, including
accounts receivable, inventory, equipment, intellectual property
and certain other assets, including stock pledges of certain
material direct subsidiaries. The Company and its subsidiaries
from time to time have had, and may continue to have, various
commercial, lending or other relationships with the lenders that
are parties to the Credit Agreement and the lenders respective
affiliates.

The Credit Agreement represents a syndicated secured revolving
credit facility under which up to $300.0million will be
available, with a letter of credit sub-facility of $20.0million,
and an accordion option to increase the revolving credit
commitment to $400.0million.

The primary purposes of the Credit Agreement are for stand-by
letters of credit in the ordinary course of business as well as
working capital, refinancing of existing indebtedness, capital
expenditures, acquisitions, stock repurchases, dividends,
including a one-time dividend to the Companys stockholders in an
aggregate amount not to exceed $200.0million, and other general
corporate purposes.

The Credit Agreement has a maturity date of April28, 2022.

Borrowings under the Credit Agreement bear interest, at Borrowers
option, at a rate based on the Eurodollar Rate or the Base Rate,
plus a margin based on the Consolidated Leverage Ratio, as
detailed in the Credit Agreement, ranging from 1.25% to 2.00%per
annum for Eurodollar Rate, and ranging from 0.25% to 1.00% per
annum for Base Rate. Base Rate means, for any day, a fluctuating
per annum rate of interest equal to the highest of (i)the Federal
Funds Rate, plus 0.5%, and (ii)Bank of America, N.A.s prime rate,
and (iii)the Eurodollar Rate, plus 1.0%. As of the date of this
Current Report on Form 8-K, the margin on LIBOR-based loans was
1.50%per annum and the margin on Base Rate-based loans was
0.50%per annum.

Commitment fees payable under the Credit Agreement are also based
on the Consolidated Leverage Ratio and range from 0.20%per annum
to 0.30%per annum of the average unused portion of the total
lender commitments then in effect. As of the date of this Current
Report on Form 8-K, the commitment fee is to accrue at a rate of
0.20%per annum.

Bank of America, N.A. has also agreed to make discretionary
Swingline Loans (as defined in the Credit Agreement) to the
Borrower in an aggregate principal amount at any time outstanding
that

will not result in (a)the aggregate principal amount of
outstanding Swingline Loans exceeding $25.0million; or (b)the sum
of various other credit exposures under the Credit Agreement
exceeding certain specified levels.

The terms of the Credit Agreement provide for customary
representations and warranties and affirmative covenants. The
Credit Agreement also contains negative covenants usual and
customary for a transaction of this nature, including the
following limitations on and containing customary covenants with
restrictions on: liens; restricted payments (provided there will
be no limit on dividends or stock repurchases so long as no event
of default or potential event of default exists before or after
giving effect to such dividend or stock repurchase, including pro
forma compliance with the Consolidated Interest Coverage Ratio
and Consolidated Leverage Ratio); additional indebtedness
(permitting note issuances not to exceed $200.0 million) and
guaranties; additional investments and loans; fundamental
changes; dispositions; affiliate transactions; burdensome
agreements; prepayment of junior debt; change in business; and
change in fiscal year, among others.

The terms of the Credit Agreement provide the following financial
covenants:

(a) Consolidated Interest Coverage Ratio. The Consolidated
Interest Coverage Ratio, calculated as of the end of each
fiscal quarter for the four fiscal quarters then ended,
commencing with the fiscal quarter ending July28, 2017, shall
not be less than 3.00 to 1.00; and
(b) Consolidated Leverage Ratio. The Consolidated Leverage
Ratio, calculated as of the end of each fiscal quarter for
the four quarters then ended, shall not exceed 3.50 to 1.00;
provided, however, the Borrower may request, no more than two
times during the term of this Agreement, an increase in the
Consolidated Leverage Ratio set forth above to 4.00 to 1.00
for two fiscal quarters following delivery of written
notification from the Borrower of a Qualified Acquisition,
involving total cash or non-cash consideration in excess of
$50,000,000 and thereafter reducing to 3.75 to 1.00 for two
additional fiscal quarters and subject to the consummation of
such Qualified Acquisition.

The terms of the Credit Agreement include customary events of
default such as payment defaults, cross-defaults to other
material indebtedness, undischarged material judgments,
bankruptcy and insolvency, the occurrence of a defined change in
control, or the failure to observe the negative covenants and
other covenants related to the operation and conduct of the
business of the Company and its subsidiaries. Upon an event of
default, the Lenders will not be obligated to make loans or other
extensions of credit and may, among other things, terminate their
commitments to the Borrower and declare any then outstanding
loans due and payable immediately.

A copy of the Credit Agreement is attached as Exhibit 10.1 to
this Current Report on Form8-K and incorporated
herein by reference. The foregoing summary of the Credit
Agreement and the transactions contemplated thereby does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Credit Agreement.

Item1.02.
Termination of a Material Definitive Agreement.

The disclosure set
forth under Item 1.01 (Entry into a Material Definitive
Agreement) above is incorporated by reference into this Item1.02.
On April28, 2017, in connection with the entry into the Credit
Agreement, the Amended and Restated Credit Agreement, dated
January2, 2014, and

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most recently
amended on October21, 2015, among the Company and certain of its
subsidiaries, the financial institutions named therein as lenders
and PNC Bank, National Association, as administrative agent, was
terminated. No prepayment fees or termination penalties were
incurred in connection with the termination of the Amended and
Restated Credit Agreement.

Item2.01.
Completion of Acquisition or Disposition of
Assets.

Completion of
the Sale of Bob Evans Restaurants Business

On April28, 2017,
the Company completed the previously announced sale of its Bob
Evans Restaurants business and certain other related assets and
assumed liabilities (the Restaurants Business) to Bob
Evans Restaurants, LLC (f.k.a. BER Acquisition, LLC), a Delaware
limited liability company (the Buyer) and its designees,
for a purchase price of $565.0million in cash (the
Transaction). The terms of the Transaction, including
certain adjustments to the purchase price to be made at and
following the closing, are set forth in the previously disclosed
Asset and Membership Interest Purchase Agreement dated as of
January24, 2017, between the Company and Buyer(the Purchase
Agreement
), as subsequently amended by the parties to modify
the effective time of closing and set forth the agreement of the
parties with respect to the transition of certain employee
benefit plans and related existing account balances. At the
closing of the Transaction, the parties completed (i)the sale of
the Restaurants Business assets by the Companys affiliates to
Buyer and its designees and (ii)the sale by the Company of fifty
percent of the equity interests in a special purpose entity (the
IPCo) that holds specified intellectual property assets
used by both the Restaurants Business and the Companys BEF Foods
food production business (the BEF Foods Business).

Also in connection
with the closing of the Transaction, the Company and the Buyer
(or one or more of their respective affiliates) entered into the
following agreements: (i)a transition services agreement, to
which both the Company and the Buyer will provide transition
services to the other party at the providers cost for a period of
18 months following the closing; (ii)a five-year supply
agreement, to which the BEF Foods Business will continue to
supply food products to the Restaurants Business following the
closing; and (iii)intellectual property license agreements, to
which certain intellectual property rights that were contributed
in the Transaction to the IPCo entity jointly owned by affiliates
of the Buyer and the Company will be licensed to the Buyer for
use in the Restaurants Business and to the Company for use in the
BEF Foods Business following the closing.

The foregoing
description of the Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is
subject to, and qualified in its entirety by, the Purchase
Agreement, which was attached as Exhibit 2.1 to the Current
Report on Form8-K filed by the Company on January25, 2017 with
the Securities and Exchange Commission and is incorporated herein
by reference.

The unaudited pro
forma condensed consolidated financial information of the Company
giving effect to the sale of the Restaurants Business is attached
as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Completion of
the Acquisition of Pineland Farms Potato Company,
Inc.

On May1, 2017, the
Companys subsidiary BEF Foods, Inc. (BEF Foods) completed
the previously announced acquisition of all the outstanding
equity interests of Pineland Farms Potato

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Company, Inc., a
Maine corporation (Pineland), for a purchase price of
$115.0million in cash (the Acquisition). The terms of the
Acquisition, including certain adjustment to the purchase price
to be made at and following the closing, are set forth in the
previously disclosed Stock Purchase Agreement, dated as of
January24, 2017 (the Pineland Agreement), by and among BEF
Foods, Pineland, the stockholders of Pineland party thereto
(collectively, the Sellers), and Libra Foundation, as the
Sellers Representative, and, solely for the purposes of
guaranteeing the payment and performance obligations of BEF Foods
thereunder, the Company.

to the Pineland
Agreement, BEF Foods acquired in the Acquisition all of the
assets and liabilities of Pinelands potato production business,
and at the closing Pineland became a wholly-owned subsidiary of
BEF Foods. In addition, the Sellers may receive up to an
additional $25.0million in cash as potential earn-out consideration, the
payment of which is subject to the achievement of certain
operating EBITDA performance milestones over a consecutive
twelve-month period during the 24 months following the
closing.

The foregoing description of
the Pineland Agreement and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Pineland Agreement,
which was attached as Exhibit 2.2 to the Current Report on Form
8-K filed by the Company on January25, 2017 with the Securities
and Exchange Commission and is incorporated herein by
reference.

Item2.03. Creation of
a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a
Registrant.

The disclosure in Item 1.01
(Entry into a Material Definitive Agreement) of this Current
Report on Form 8-K related to the Companys entry into the Credit
Agreement by the Company and certain of its wholly-owned
subsidiaries is incorporated herein by reference.

Item5.02.Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.

Mohseni Separation
Agreement

As previously disclosed, on
April27, 2017, Saed Mohseni stepped down as President and Chief
Executive Officer of the Company and as a member of the board of
directors of the Company in connection with the consummation of
the Transaction. The decision by Mr.Mohseni to step down is not
related to any disagreement between Mr.Mohseni and the Company.
Mr.Mohsenis separation from the Company will be governed by a
Separation Agreement dated as of April27, 2017, between the
Company and Mr.Mohseni (the Separation Agreement). to the
Separation Agreement, Mr.Mohsenis departure from the Company will
be treated as a termination by the Company without cause for
purposes of all plan benefits as well as contractual entitlements
of Mr.Mohseni, and he will be entitled to receive (a)any base
salary that is accrued but unpaid; (b)any rights or benefits
accrued under the Companys benefit plans for which he is
eligible; (c)a lump-sum payment of $1,260,000, representing 90%
of two times his base salary as in effect as of the date of his
termination; (d)a bonus for the 2017 fiscal year based on the
actual achievement of the applicable performance goals for such
fiscal year; and (e)an amount equal to the Companys estimated
obligation for the cost of premiums, and related administrative
fees, for group health (medical, dental and/or vision) for a
period equal to 24 months, and an amount up to $25,000 for life
insurance.

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Change to Principal
Accounting Officer

In connection with the
consummation of the Transaction, Beth A. Rauschenberger stepped
down from her position as the principal accounting officer of the
Companyto accept employment with the Buyer. To fill the vacancy
created by Ms.Rauschenbergers departure, Mark E. Hood, the
Companys Chief Financial Officer and Chief Administrative
Officer, assumed the duties of principal accounting officer of
the Company in addition to his current duties, effective as of
April28, 2017. For information regarding Mr.Hoods business
experience, please see his biographical information disclosed
under the heading Executive Officers of Bob Evans Farms, Inc. in
the Companys Annual Report on Form 10-K for the fiscal year ended
April29, 2016, which biographical information is incorporated
herein by reference.

Item7.01.Regulation FD
Disclosure.

On May1, 2017, the Company
issued a press release announcing the completion of the
Transaction and the Acquisition and the declaration of a special
dividend by the Companys board of directors in the amount of
$7.50 per share, payable on June16, 2017 to shareholders of
record as of May30, 2017. A copy of the press release is
furnished as Exhibit 99.2 to this Current Report on
Form8-K.

The information, including the
press release attached hereto, furnished under this Item 7.01
shall not be deemed filed for the purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange
Act
), or otherwise subject to the liabilities of that
section, and shall not be deemed incorporated by reference into
any other filing by the Company under the Exchange Act or the
Securities Act of 1933, as amended, except as otherwise expressly
stated in such filing.

Item9.01.Financial
Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma
financial statements of the Company giving effect to the
Transaction are attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference. The attachments
include an unaudited pro forma consolidated balance sheet of the
Company as of January27, 2017, an unaudited pro forma
consolidated statement of net income of the Company for the nine
months ended January27, 2017 and unaudited pro forma consolidated
statements of net income of the Company for each of the fiscal
years ended April29, 2016, April24, 2015 and April25, 2014 and
present the Companys results of operations as if the Transaction
had occurred on April27, 2013, the first day of fiscal year 2014.
This pro forma consolidated financial information is unaudited
and subject to adjustment in future filings by the
Company.

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(d) Exhibits

Exhibit No.

Description

10.1 Credit Agreement dated as of April28, 2017, among BEF Foods,
Inc., as borrower; Bob Evans Farms, Inc. and certain of its
subsidiaries party thereto, as guarantors; Bank of America,
N.A., as administrative agent, and the other Lenders party
thereto.
99.1 Unaudited Pro Forma Condensed Consolidated Financial
Information of Bob Evans Farms, Inc.
99.2 Press Release issued by Bob Evans Farms, Inc., dated May1,
2017.

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About BOB EVANS FARMS, INC. (NASDAQ:BOBE)

Bob Evans Farms, Inc. (Bob Evans) is a full-service restaurant company. The Company produces and distributes pork sausage products and a range of home-style refrigerated side dishes and frozen food items under the Bob Evans, Owens and Country Creek brand names. These food products are distributed to customers throughout the United States. Additionally, the Company manufactures and sells similar products to foodservice customers, including Bob Evans Restaurants and other restaurants and food sellers. The Company operates in two segments: Bob Evans Restaurants and BEF Foods. As of April 29, 2016, the Company operated 527 Bob Evans Restaurants in 18 states. The BEF Foods segment offers a range of wholesome food products to retail and foodservice customers. The Company produces food products in its four manufacturing facilities. It produces sausage products at its plants located in Hillsdale, Michigan, and Xenia, Ohio.

BOB EVANS FARMS, INC. (NASDAQ:BOBE) Recent Trading Information

BOB EVANS FARMS, INC. (NASDAQ:BOBE) closed its last trading session 00.00 at 66.74 with 192,248 shares trading hands.

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