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| GMCR > SEC Filings for GMCR > Form 8-K on 16-Sep-2008 | All Recent SEC Filings |
16-Sep-2008
Entry into a Material Definitive Agreement, Financial Statemen
On September 15, 2008, Green Mountain Coffee Roasters, Inc. (the "Company") entered into an Asset Purchase Agreement with Tully's Coffee Corporation, a Washington corporation ("Tully's") and Tully's Bellaccino, LLC, a Washington limited liability company and wholly-owned subsidiary of Tully's (the "Purchase Agreement") pursuant to which the Company agrees to acquire the Tully's coffee brand and certain assets related to the Tully's wholesale business for a total purchase price of $40.3 million, paid in cash. The purchase price is subject to an inventory adjustment to be calculated within 120 days of closing. The Tully's retail business will continue to operate under license and supply agreements with the Company, which will be executed in connection with the closing.
The Purchase Agreement contains customary representations, warranties and covenants, and is subject to customary closing conditions, including the approval of the Tully's shareholders. Subject to certain limitations, each party has also agreed to indemnify the other for breaches of representations, warranties and covenants and other specified matters. Under the terms of the Purchase Agreement, $3.5 million of the purchase price will be deposited into escrow at the closing and will be available to satisfy any indemnification claims against Tully's under the Purchase Agreement for a period of up to 12 months.
In connection with the execution of the Purchase Agreement, the Company has entered into a voting agreement with Tom T. O'Keefe, the Chairman of the Board of Directors of Tully's, who holds approximately an aggregate of 10% of Tully's outstanding shares on an as-converted to common stock basis and approximately 20% of the Tully's common stock pursuant to which he has agreed to vote his shares in favor of the adoption and approval of the Purchase Agreement at the Tully's shareholder meeting.
The Company intends to finance the consideration paid pursuant to the Purchase Agreement through its existing $225 million senior revolving credit facility.
A copy of press release announcing the transaction is attached as Exhibit 99.1.
(d) Exhibits
99.1 Press Release of the Company dated September 15, 2008.
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