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SUBSEQUENT EVENTS (Notes)
9 Months Ended
May 03, 2014
Subsequent Events [Abstract]  
Subsequent Events
SUBSEQUENT EVENTS

Amendment to Credit Facility

On May 21, 2014, the Company entered into a First Amendment Agreement (the "Amendment") to its Second Amended and Restated Loan and Security Agreement, which increased the maximum borrowings under the secured revolving credit facility to an aggregate amount of $600.0 million from $500.0 million ("Amended Credit Facility") and extended the maturity date to May 21, 2019. Up to $550.0 million is available to the Company's U.S. subsidiaries and up to $50.0 million is available to UNFI Canada. Under the Amended Credit Facility, the Company may, at its option, increase the aggregate amount of the credit facility in an amount of up to $150.0 million (but in not less than $10.0 million increments) subject to certain customary conditions and the lenders committing to provide the increase in funding.

The Amended Credit Facility requires the Company to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 calculated at the end of each of its fiscal quarters on a rolling four quarter basis when aggregate availability (as defined in the underlying credit agreement) is less than the greater of (i) $50.0 million and (ii) 10% of the aggregate borrowing base. The previous fixed dollar amount threshold for aggregate availability was $35.0 million.

The Amendment also permits the Company to enter into a real-estate backed term loan facility which shall not exceed $200.0 million at any time.

Agreement to Acquire Tony's Fine Foods

On May 22, 2014, the Company and its wholly-owned subsidiary, United Natural Foods West, Inc. ("UNFI West"), announced a Stock Purchase Agreement by and among the Company, UNFI West, Tony’s Fine Foods (“Tony’s”), a shareholder, as Representative and the shareholders named therein (the “Stock Purchase Agreement”) pursuant to which UNFI West agreed to acquire all of the outstanding equity securities of Tony’s (the “Stock Acquisition”) for a purchase price of approximately $195.3 million (the “Purchase Price”), approximately $187.8 million of which will be paid in cash with the remaining portion of the purchase price being paid with approximately 112,000 shares of the Company’s common stock. The Purchase Price is subject to a post-closing net working capital adjustment based on a comparison of Tony’s’ net working capital as of the closing to Tony’s average net working capital over the thirteen four-week fiscal periods ended prior to the closing. The Company expects to finance the cash portion of the Purchase Price with a combination of available cash and borrowings under the Amended Credit Facility. A portion of the borrowings under the Amended Credit Facility are expected to be refinanced into an approximately $150 million real-estate backed term loan facility that the Company anticipates it will enter into in the fourth quarter of fiscal 2014 or first quarter of fiscal 2015.

The closing of the Stock Acquisition is conditioned upon, among other things, customary closing conditions, including: (1) compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended, (2) the accuracy of the representations and warranties of each party as of the closing, (3) the performance in all material respects by the parties of their respective covenants, agreements and obligations under the Stock Purchase Agreement, and (4) in the case of the Company and UNFI West: (i) the absence of any change or event which has had, since May 21, 2014, a material adverse effect on the business of Tony’s and (ii) receipt of certain third-party consents necessary to consummate the Stock Acquisition.