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SENEA > SEC Filings for SENEA > Form 8-K on 17-Dec-2013All Recent SEC Filings

Show all filings for SENECA FOODS CORP



Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On December 17, 2013, Seneca Foods Corporation (the "Company") issued a press release announcing the execution of an Asset Purchase Agreement dated December 16, 2013 (the "Purchase Agreement") with Allens, Inc. ("Allens") pursuant to which the Company will acquire substantially all of the operating assets of Allens for a purchase price of approximately $148.0 million, subject to a working capital adjustment, plus the assumption of certain liabilities. The transaction is subject to certain closing conditions as specified in the Purchase Agreement, including, without limitation, regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Bankruptcy Court approval. The Company plans to finance this transaction with available cash on hand and its committed debt facility.

On October 28, 2013, Allens filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in for the Western District of Arkansas in Fayetteville, Arkansas. The transaction is subject to a Bankruptcy Court-supervised process under Section 363 of the U.S. Bankruptcy Code and is subject to an auction and Bankruptcy Court approval. The Purchase Agreement with the Company comprises the initial "stalking-horse bid" in the auction process. A Bankruptcy Court motion to approve bid procedures in connection with such sale was filed on December 16, 2013 and the auction will be held several weeks following the Bankruptcy Court approval of such bid procedures. If the Company emerges as the winning bidder, it would expect to close the transaction as soon as possible following the auction and Court approval. Under the terms of the Purchase Agreement, the Company would receive a break-up fee and reimbursement of certain expenses if is not the winning bidder at the auction.

The description of the transaction and the Purchase Agreement is qualified in its entirety by the terms of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)      Exhibits

Exhibit 2      Asset Purchase Agreement among Seneca Foods
               Corporation and Allens, Inc dated December 16,

Exhibit 99.1   Press Release dated December 17, 2013 announcing
               Seneca Foods Corporation's entering into an
               Asset Purchase Agreement with Allens

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