SENECA FOODS CORPORATION (NASDAQ:SENEA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On May 28, 2020, Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, as Borrowers, and certain subsidiaries of Borrowers as Guarantors (collectively, the \”Company\”) entered into an Amended and Restated Loan and Guaranty Agreement (the \”Loan Agreement\”) with Farm Credit East, ACA. The Loan Agreement amends, restates and replaces in its entirety the Loan and Guaranty Agreement dated December 9, 2016 (as amended from time to time, the “2016 Loan Agreement”). The significant changes made to the existing term loan by the Loan Agreement include (i) providing that the term loan will bear interest at a fixed interest rate rather than a variable interest rate and (ii) extending the term to June 1, 2025.
The Loan Agreement continues the $100 million unsecured term loan under the 2016 Loan Agreement and extends the maturity date to June 1, 2025. Borrowings under the Loan Agreement may be used for working capital and general corporate purposes of the Company. The Company may prepay any part of the term loan at any time however Borrowers may not re-borrow any repaid principal of the term loan. Prepayments will generally be subject to a prepayment fee.
The Term Loan under the Loan Agreement will bear interest at 3.3012%. Principal payments in the amount of $1,000,000 together with interest on the unpaid principal amount outstanding will be payable quarterly on March 1, June 1, September 1 and December 1 each year commencing September 1, 2020.
The Company\’s obligations under the Loan Agreement are jointly and severally guaranteed by all existing and future domestic subsidiaries of the Company, subject to certain exceptions.
The Loan Agreement contains restrictive covenants usual and customary for loans of its type, which include, with specified exceptions, limitations on the ability of the Company and its subsidiaries to engage in certain business activities, incur debt, have liens, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans. The Loan Agreement also requires the Company to satisfy certain financial covenants.
Obligations under the Loan Agreement may be declared due and payable upon the occurrence of certain events of default, as defined in the Loan Agreement, including failure to pay any obligations when due and payable, failure to comply with any covenant or representation of any loan document, any change of control, cross-defaults and certain other events as set forth in the Loan Agreement, with grace periods in some cases.
The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by the terms and provisions of the Loan Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
On May 28, 2020, the Company entered into an Amended and Restated Loan and Guaranty Agreement. The description of the terms of the Loan Agreement set forth above in Item 1.01 is hereby incorporated by reference into this Item.
Item 9.01 Financial Statements and Exhibits
The following is filed as an exhibit to this Current Report on Form 8-K:
10.1 The Amended and Restated Loan Agreement as of May 28, 2020 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation and Farm Credit East, ACA
Seneca Foods Corp Exhibit
EX-10.1 2 ex_187895.htm EXHIBIT 10.1 ex_187895.htm Exhibit 10.1 Execution Version AMENDED AND RESTATED LOAN AND GUARANTY AGREEMENT By and among SENECA FOODS CORPORATION SENECA FOODS,…
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About SENECA FOODS CORPORATION (NASDAQ:SENEA)
Seneca Foods Corporation is a provider of packaged fruits and vegetables. The Company manages its business through two segments: packaging and sale of fruits and vegetables, and packaging and sale of chip products. Its product offerings include canned fruits and vegetables, frozen vegetables and other food products, frozen and bottled produce, and snack chips. Its products are sold under private label, as well as national and regional brands that the Company owns or licenses, including Seneca, Libby’s, Green Valley, Aunt Nellie’s, READ, Cherryman and Seneca Farms. The Company packs Green Giant, Le Sueur and other brands of canned vegetables, as well as select Green Giant frozen vegetables for B&G Foods North America (B&G) under a contract packing agreement. Its two segments constitute the food operation. The non-food operation is primarily related to the sale of cans and ends, and the Company’s trucking and aircraft operations.
