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
November 28, 2016
Date of report (date of earliest event reported)
ADVANCEPIERRE FOODS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37826 |
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26-3712208 |
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(State of Incorporation) |
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(Commission file number) |
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(I.R.S. Employer |
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9987 Carver Road, Blue Ash, OH |
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45242 |
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(Address of principal executive offices) |
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Launch of Notes Offering
On November 28, 2016, AdvancePierre Foods Holdings, Inc. (the “Company”) issued a press release announcing that it plans to offer, subject to market and other conditions, $350 million aggregate principal amount of senior unsecured notes in a private offering that is exempt from registration under the Securities Act of 1933, as amended. A copy of the press release announcing the launch of the notes offering is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Launch of Repricing of First Lien Term Loan
On November 28, 2016, the Company also issued a press release announcing that it is seeking to reduce the applicable margin and the overall price under its existing first lien term loan (the “Repricing Transaction”). A copy of the press release announcing the launch of the Repricing Transaction is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
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99.1 |
Press Release announcing launch of notes offering, dated November 28, 2016. |
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99.2 |
Press Release announcing launch of the Repricing Transaction, dated November 28, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: November 28, 2016
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ADVANCEPIERRE FOODS HOLDINGS, INC. | |
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By: |
/s/ Michael B. Sims |
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Michael B. Sims |
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Senior Vice President, Chief Financial Officer and Treasurer |
Exhibit 99.1
AdvancePierre Foods Announces Senior Unsecured Notes Offering
Cincinnati — November 28, 2016 — AdvancePierre Foods Holdings, Inc. (NYSE: APFH) (“AdvancePierre” or the “Company”) announced today that it plans to offer, subject to market and other conditions, $350 million aggregate principal amount of senior unsecured notes (the “Notes”).
AdvancePierre intends to use the net proceeds from the offering of the Notes, together with cash on hand, to repay $350 million of outstanding borrowings under its first lien term loan and to pay fees and expenses in connection with the offering.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This press release contains “forward-looking statements.” These statements relate to the closing of the Notes offering, the anticipated use of proceeds of the Notes and other statements that are not historical fact. Forward-looking statements are based on AdvancePierre’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include market conditions, customary closing conditions and such other risk factors as may be discussed in AdvancePierre’s filings with the Securities and Exchange Commission.
About AdvancePierre Foods
AdvancePierre, 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.
AdvancePierre Foods Holdings, Inc.
Investors
John Morgan
Vice President, Investor Relations
513-372-9338
John.morgan@advancepierre.com
or
Media
Vehr Communications
Laura Phillips, 513-381-8347
lphillips@vehrcommunications.com
Exhibit 99.2
AdvancePierre Foods Announces Launch of Repricing of First Lien Term Loan
Cincinnati — November 28, 2016 — AdvancePierre Foods Holdings, Inc. (NYSE: APFH) (“AdvancePierre” or the “Company”) announced today that it is seeking to reduce the applicable margin and the overall price under its existing first lien term loan maturing in 2023 with an aggregate outstanding principal amount of $1.1 billion (the “First Lien Term Loan”). The repricing of the First Lien Term Loan would be effected as an amendment to the existing credit agreement for the First Lien Term Loan, subject to customary conditions. There can be no assurance that AdvancePierre will be successful in repricing the First Lien Term Loan on reasonably acceptable terms, or at all.
This press release shall not constitute the solicitation of an offer to sell or an offer to buy any securities.
Forward-Looking Statements
This press release contains “forward-looking statements.” These statements relate to the proposed amendment and other statements that are not historical fact. Forward-looking statements are based on AdvancePierre’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include market conditions, customary closing conditions and such other risk factors as may be discussed in AdvancePierre’s filings with the Securities and Exchange Commission.
About AdvancePierre Foods
AdvancePierre, 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.
AdvancePierre Foods Holdings, Inc.
Investors
John Morgan
Vice President, Investor Relations
513-372-9338
John.morgan@advancepierre.com
or
Media
Vehr Communications
Laura Phillips, 513-381-8347
lphillips@vehrcommunications.com