Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
PF > SEC Filings for PF > Form 8-K on 1-Oct-2013All Recent SEC Filings

Show all filings for PINNACLE FOODS INC.

Form 8-K for PINNACLE FOODS INC.


1-Oct-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disp


Item 1.01 Entry into a Material Definitive Agreement.

The information set forth below under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.



Item 2.01 Completion of Acquisition or Disposition of Assets.

Completion of Acquisition
On October 1, 2013, Pinnacle Foods Inc. and certain of its wholly owned subsidiaries ("Pinnacle Foods") completed the previously disclosed acquisition of the Wish-BoneŽ salad dressings business (the "Business") in accordance with the Asset Purchase Agreement, dated as of August 11, 2013 (the "Asset Purchase Agreement"), between Pinnacle Foods Inc. and Conopco, Inc., which is a subsidiary of Unilever PLC ("Unilever"). Pursuant to the terms of the Asset Purchase Agreement, Pinnacle Foods has acquired the Business, including the Wish-BoneŽ and WesternŽ brands, from Unilever for a purchase price of $575.0 million in cash, subject to a post-closing adjustment based upon inventory of the Business at closing.

Amendment to Credit Agreement

Pinnacle Foods Finance LLC is currently the borrower under senior secured credit facilities established pursuant to a Credit Agreement, as amended, among Pinnacle Foods Finance LLC, Peak Finance Holdings LLC, Barclays Bank PLC, as administrative agent, and the other lenders and agents that may from time to time be party thereto (the "Credit Agreement"). Concurrently with the closing of the acquisition of the Business, Pinnacle Foods Finance LLC and Peak Finance Holdings LLC entered into the First Amendment to Second Amended and Restated Credit Agreement (the "Amendment"). Among other things, and subject to certain conditions, the Amendment provided for a new $525.0 million Term Loan H to fund a portion of the acquisition. The new Term Loan H has terms consistent with Pinnacle Foods' Term Loan G.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the heading "Amendment to Credit Agreement" in Item 2.01 of this Form 8-K is incorporated by reference into this Item 2.03.



Item 7.01 Regulation FD Disclosure.

On October 1, 2013, Pinnacle Foods issued a press release announcing the completion of the acquisition of the Wish-BoneŽ salad dressings business, including the Wish-BoneŽ and WesternŽ brands, from Unilever pursuant to the Asset Purchase Agreement, a copy of which is furnished as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 to this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

All required financial statements with respect to the Business will be filed by amendment pursuant to Item 9.01(a)(4) within 75 calendar days after the completion of the acquisition.

(b) Pro Forma Financial Information

All required pro forma financial information with respect to the Business will be filed by amendment pursuant to Item 9.01(b)(2) within 75 calendar days after the completion of the acquisition.


  Add PF to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for PF - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.