8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

October 10, 2016
Date of report (date of earliest event reported)

ADVANCEPIERRE FOODS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37826	26-3712208
(State of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

9987 Carver Road, Blue Ash, OH	45242
(Address of principal executive offices)	(Zip Code)

(800) 969-2747
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure.

On October 10, 2016, AdvancePierre Foods Holdings, Inc. (the “Company”) issued a press release announcing the acquisition of Allied Specialty Foods, Inc.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Statements set forth in the attached press release contain “forward-looking statements.” The words “estimates,” “expects,” “contemplates,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Actual results may vary materially from what is expressed in or indicated by the forward-looking statements as a result of various factors, some of which are beyond our control, including but not limited to:  the benefits to shareholders resulting from the acquisition of Allied Specialty Foods, Inc., disruption of our supply chain, the loss of or reduced purchasing by any of our major customers, increases in the prices of raw materials, exposure to legal proceedings or other claims, failure to comply with applicable laws and regulations, labor disruptions, failure to retain members of our senior management team, inability to identify, complete and integrate acquired businesses, inability to realize anticipated cost savings or incurrence of additional costs in order to realize such cost savings, the impact of our high level of indebtedness; and Oaktree controlling us, and the other risks and uncertainties detailed in our Registration Statement on Form S-1 (Reg. No. 333-210674) filed with the Securities and Exchange Commission on April 11, 2016 and declared effective on July 14, 2016. There may be other factors that may cause our actual results to differ materially from the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

The information in this Current Report is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits:

The following exhibit is attached to this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press release of the Company dated October 10, 2016.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Date: October 10, 2016
	ADVANCEPIERRE FOODS HOLDINGS, INC.
	By:	/s/ Michael B. Sims
		Michael B. Sims
		Chief Financial Officer, Senior Vice President, and Treasurer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of the Company dated October 10, 2016.

3

EX-99.1

Exhibit 99.1

MEDIA CONTACT:
Laura Phillips
Vehr Communications
513-381-8347 (w)
513-325-9985 (c)
lphillips@vehrcommunications.com

AdvancePierre Foods Acquires Allied Specialty Foods, Inc.

Highly Strategic and Accretive Acquisition Expands Raw Philly Steak Market Leadership, Provides Entry into Fully Cooked Offering

Cincinnati, OH — Oct. 10, 2016 — AdvancePierre Foods (NYSE: APFH) (“AdvancePierre”), a leading national producer and distributor of sandwiches, sandwich components and other entrées and snacks, today announced it has completed the acquisition of Allied Specialty Foods, Inc. (“Allied”), a pioneering manufacturer of raw and cooked beef and chicken Philly steak products, from Steven Zoll, for $60 million in cash, subject to certain post-closing adjustments.

“We are pleased to add Allied’s synergistic product platform and unique capabilities to our existing portfolio and network,” said John Simons, President and CEO of AdvancePierre. “The Philly steak category is primed for growth, and this acquisition strengthens our position, brings us additional products and production capacity, and expands our geographic reach.”

Founded in 1956, Allied has been an innovative leader in the manufacturing of raw and fully-cooked Philly steak products for foodservice customers nationwide. Allied’s customer base is predominantly in the foodservice industry, which it currently serves from a 20,000-sq.-ft. manufacturing facility in Vineland, New Jersey, with two cook lines, three raw slicing lines and one breakaway steak line. In June 2016, the company began building a new 70,000-sq.-ft. facility with seven raw slicing/breakaway lines and four cook lines, which is expected to be completed during the first quarter of 2017.

“The addition of Allied further expands AdvancePierre’s market-leading position in the Philly steak platform by providing entry into fully-cooked product offerings,” said Dean Hollis, Chairman of the AdvancePierre Board of Directors. “The transaction is a great example of AdvancePierre’s strategy of strengthening and growing its core business through disciplined, accretive acquisitions. We continue to evaluate a significant number of highly attractive, synergistic acquisition opportunities on the horizon and believe AdvancePierre is well-positioned and capitalized to pursue future opportunities as they arise.”

Transaction Consideration

AdvancePierre funded the total purchase price entirely from existing cash. The company expects the acquisition will be accretive to fiscal 2017 earnings per share by $0.07 - $0.09, reflecting $11-13 million of earnings before interest, taxes, depreciation and amortization (EBITDA) including the realization of expected cost synergies.

About AdvancePierre Foods

AdvancePierre Foods Holdings, Inc. (NYSE: APFH), headquartered in Cincinnati, Ohio, is a leading national producer and distributor of value-added, convenient, ready-to-eat sandwiches, sandwich components and other entrées and snacks to a wide variety of distribution outlets including foodservice, retail and convenience store providers. With revenues of $1.6 billion in 2015 and more than 4,000 employees, the Company offers a broad line of products across all day parts including: ready-to-eat sandwiches, such as breakfast sandwiches, peanut butter and jelly sandwiches and hamburgers; sandwich components, such as fully cooked hamburger and chicken patties, and Philly steaks; and other entrées and snacks, such as country-fried steak, stuffed entrées, chicken tenders and cinnamon dough bites. A fund managed by Oaktree Capital Management, L.P., a Los Angeles-based investment firm, is the majority shareholder of AdvancePierre Foods

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