SpartanNash Company (NASDAQ:SPTN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 6, 2017, SpartanNash Company (“SpartanNash”), entered
into an amendment (the Amendment to the previously announced
Asset Purchase Agreement by and among SpartanNash, Caito Foods
Service, Inc. and its affiliate, Blue Ribbon Transport, Inc.
(collectively, Caito) , and Matthew Caito as Sellers
Representative dated as of November 3, 2016 the (Agreement).
The Amendment provides if the acquired assets do not meet certain
financial targets for SpartanNashs 2017 fiscal year, then
SpartanNash will recoup a portion of the purchase price according
to the formula set forth in the Amendment. Any such recoupment
would be made first from the portion of the purchase price placed
in escrow, and then, to the extent necessary, as an offset
against amounts that may become payable to Caito upon the
achievement of certain earn-out targets. The Amendment provides
that the escrow will terminate after completion of the audit of
SpartanNashs 2017 fiscal year.
The Amendment also provides for additional possible payments to
Caito of up to $15 million if the acquired Fresh Kitchen business
achieves certain performance targets for SpartanNashs 2017 and
2018 fiscal years. Finally, the Amendment provides that
SpartanNash waives certain closing conditions and indemnity
claims.
A copy of the Amendment is attached as Exhibit 2.1 and is
incorporated herein by reference. The foregoing brief description
of the Amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amendment.
Item 2.01.Completion of Acquisition or Disposition of Assets.
The information disclosed above under Item 1.01 of this Report is
incorporated herein by reference.
On January 6, 2017, SpartanNash, activing through its
wholly-owned subsidiaries, completed its previously announced
acquisition of certain assets of Caito to the Agreement, as
amended by the Amendment.
SpartanNash paid a purchase price of $217.5 million in cash using
borrowings under its existing credit facility. The purchased
assets include Caitos produce distribution business (including
four distribution centers), fresh fruit and vegetable business,
Caitos newly constructed Fresh Kitchen facility, and food
logistics services business.
The purchase price is subject to working capital adjustments,
possible earn-out payments to Caito upon the achievement of
certain performance targets, and a possible payment to
SpartanNash if the acquired assets fail to achieve certain
targets, all as set forth in the Agreement as amended by the
Amendment.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits: The following documents are attached as an exhibit
to this report on Form 8-K:
|
Exhibit No. |
Description |
|
2.1 |
Amendment Asset Purchase Agreement dated as of January 6, |
About SpartanNash Company (NASDAQ:SPTN)
Spartannash Company, formerly Spartan Stores, Inc., is a multi-regional grocery distributor and grocery retailer, and a distributor of grocery products to military commissaries in the United States. The Company’s core businesses include distributing food to military commissaries and exchanges, and independent and corporate-owned retail stores located in over 40 states and the District of Columbia, Europe, Cuba, Puerto Rico, Bahrain, Egypt, Honduras, Afghanistan and Bosnia. It operates through three segments: Military, which sells and distributes grocery products to military commissaries and exchanges in the United States and overseas; Food Distribution, which uses a multi-platform sales approach to distribute groceries to independent retail locations and corporate-owned retail stores, and Retail, which operates retail supermarkets. The products it distributes are delivered to over 170 military commissaries and over 440 exchanges located in over 40 states across the United States. SpartanNash Company (NASDAQ:SPTN) Recent Trading Information
SpartanNash Company (NASDAQ:SPTN) closed its last trading session up +0.24 at 39.61 with 231,278 shares trading hands.