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
Date
of Report (Date of earliest event reported): July 18, 2011
(July 15, 2011)
JOHN B. SANFILIPPO & SON, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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0-19681
(Commission File Number)
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36-2419677
(I.R.S. Employer Identification
Number)
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1703 North Randall Road, Elgin, Illinois 60123-7820
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(847) 289-1800
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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John B. Sanfilippo & Son, Inc. (the Company) submits the following information:
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On July 15, 2011, the Company entered into a Second Amendment to Credit Agreement with Wells Fargo
Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as a lender and administrative agent and
Southwest Georgia Farm Credit, ACA for itself and as agent/nominee
for Southwest Georgia Farm Credit, FLCA as a lender (the Second Amendment), that amends the Credit
Agreement by and among the Company, Wells Fargo Foothill, LLC, as the arranger and administrative
agent and a syndicate of lenders, dated as of February 7, 2008 (as amended, the Credit Facility).
The Second Amendment extends the maturity date of the Credit Agreement from February 7, 2013 to
July 15, 2016. In addition, the Second Amendment increases the amount by which the Company may
increase the revolving credit commitment available under the Credit Facility from $15,000,000 to
$22,500,000, and eliminates the obligation of the Company to reimburse the lenders for the costs of
equipment appraisals so long as no default has occurred under the Credit Facility and average
availability under the revolving credit commitment is greater than $25,000,000. The Second
Amendment also alters the borrowing base calculation to add April as an additional month during
which the Company has increased availability from inventory under the Credit Facility and increase
the cap on inventory advances during the months of January, February, March, April, October,
November and December from $100,000,000 to $117,500,000.
The Second Amendment also modifies the interest rates charged to the Company under the Credit
Facility as follows:
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For borrowings under the Credit Facility which accrue interest at a rate determined
pursuant to the administrative agents prime rate plus an applicable margin, such interest
rates now range from 0.75% to 1.25% (up from 0.00% to 0.50%).
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For borrowings under the Credit Facility which accrue interest at a rate based on the
London interbank offered rate plus an applicable margin, such interest rates now range from
1.75% to 2.25% (down from 2.50% to 3.0%).
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For the face amount of undrawn letters of credit, such interest rates now range from
1.75% to 2.25% (down from 2.00% to 2.50%).
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The foregoing summary description of the Second Amendment is qualified in its entirety by reference
to the Second Amendment, which is filed as Exhibit 10.1 and is incorporated herein by reference.
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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The exhibit filed herewith is listed in the Exhibit Index which follows the signature page of this
Current Report on Form 8-K.
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 hereunto duly authorized.
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JOHN B. SANFILIPPO & SON, INC.
(Registrant)
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Date: July 18, 2011
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By:
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/s/ Michael J. Valentine
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Name:
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Michael J. Valentine
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Title:
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Chief Financial Officer and Group President
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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Exhibit 10.1
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Second Amendment to Credit Agreement, dated as of July 15,
2011, by and among the Company, Wells Fargo Capital Finance,
LLC (f/k/a Wells Fargo Foothill, LLC), as a lender and
administrative agent and Southwest Georgia Farm Credit, ACA for
itself and as agent/nominee for Southwest Georgia Farm Credit, FLCA as a
lender.
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Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this
Amendment
) is entered into as of
July 15, 2011, by and among JOHN B. SANFILIPPO & SON, INC., a Delaware corporation (the
Borrower
), the lenders identified on the signature pages hereof (such lenders, together
with their respective successors and permitted assigns, are referred to hereinafter each
individually as a
Lender
and collectively as the
Lenders
), and WELLS FARGO
CAPITAL FINANCE, LLC (f/k/a Wells Fargo Foothill, LLC), a Delaware limited liability company, as
administrative agent (in such capacity
Agent
) and as a Lender. Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the
Credit Agreement (defined below).
RECI
T
ALS
WHEREAS, the Borrower, Agent, and the Lenders have entered into that certain Credit Agreement,
dated as of February 7, 2008 (as amended, supplemented, restated or otherwise modified from time to
time, the
Credit Agreement
); and
WHEREAS, on the terms and subject to the conditions set forth herein, the Borrower, Agent and
Lenders have agreed to amend the Credit Agreement as more fully described below;
NOW THEREFORE, in consideration of the foregoing, mutual agreements contained herein and for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, Agent and Lenders hereby agree as follows:
SECTION 1.
Amendment.
(a) Reference to the phrase the second anniversary of the Closing Date set forth in
Section 2.15
of the Credit Agreement is hereby deleted and the phrase the Maturity Date
is inserted in lieu thereof.
(b) Reference to the figure $15,000,000 set forth in
Section 2.15
of the Credit
Agreement is hereby deleted and the figure $22,500,000 is inserted in lieu thereof.
(c)
Clause (b)
of the proviso at the end of the first sentence of
Section 2.15
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
(b) [
Intentionally Omitted
]
(d)
Clause (e)
of the proviso at the end of the first sentence of
Section 2.15
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
(e) [
Intentionally Omitted
]
(e) Reference to the date February 7, 2013 set forth in
Section 3.3
of the Credit
Agreement is hereby deleted and the date July 15, 2016 is inserted in lieu thereof.
(f)
Reference to the clause , and such assignment shall effect a
novation among Borrower, the assigning Lender, and The Assignee
Set forth in
Section 13.1(b)
of the Credit Agreement is hereby
deleted in its entirety.
(g)
Schedule 1.1
to the Credit Agreement is hereby amended by amending and restating
the following defined terms to read in their entirety as follows:
Base Rate Margin
means, as of any date of determination, the
following percentages
per annum
, based upon Average Margin Availability:
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Level
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Average Margin Availability
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Base Rate Margin
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I
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<$20,000,000
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1.25
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%
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II
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≥$20,000,000 but < $30,000,000
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1.00
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%
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III
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≥$30,000,000
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0.75
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%
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After the Second Amendment Effective Date, the Base Rate Margin shall be
adjusted in accordance with the foregoing on the first day of each calendar month.
L/C Margin
means, as of any date of determination, the following
percentages
per annum
, based upon Average Margin Availability:
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Level
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Average Margin Availability
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L/C Margin
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I
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<$20,000,000
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2.25
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%
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II
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≥$20,000,000 but < $30,000,000
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2.00
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%
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III
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≥$30,000,000
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1.75
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%
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After the Second Amendment Effective Date, the L/C Margin shall be adjusted in
accordance with the foregoing on the first day of each calendar month.
LIBOR Rate Margin
means, as of any date of determination, the
following percentages per annum, based upon Average Margin Availability:
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Level
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Average Margin Availability
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LIBOR Rate Margin
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I
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<$20,000,000
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2.25
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%
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II
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≥$20,000,000 but < $30,000,000
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2.00
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%
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III
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≥$30,000,000
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1.75
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%
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After the Second Amendment Effective Date, the LIBOR Rate Margin shall be
adjusted in accordance with the foregoing on the first day of each calendar month.
(h)
Clause (e)(iii)
of the definition of Borrowing Base contained in
Schedule
1.1
to the Credit Agreement is hereby amended and restated to read in its entirety as follows:
(iii) (A) at any time during the months of January, February, March, April,
October, November and December, $117,500,000 and, (B) at all other times,
$92,500,000 (in each case, the
Inventory Sublimit
),
plus
(i) The proviso set forth in the parenthetical at the end of
clause (b)
of the
definition of Lender Group Expenses contained in
Schedule 1.1
to the Credit Agreement is
hereby amended and restated to read in its entirety as follows:
provided
,
however
, so long as no Event of Default has occurred
and continuing, Lender Group Expenses shall only include fees and charges in respect
of one appraisal of Borrowers Equipment and, so long as no Event of Default has
occurred and continuing and Average Excess Availability is greater than $25,000,000
at all times, Lender Group Expenses shall not include fees and charges in respect of
appraisals of Borrowers Equipment
(j)
Schedule 1.1
to the Credit Agreement is hereby amended by inserting the following
defined term in alphabetical order:
Second Amendment Effective Date
means July 15, 2011.
(k)
Schedule 4.8(b)
to the Credit Agreement is hereby amended and restated as set
forth on
Schedule 4.8(b)
attached hereto.
(l)
Schedule 4.15
to the Credit Agreement is hereby amended and restated as set forth
on
Schedule 4.15
attached hereto.
(m)
Schedule 4.17
to the Credit Agreement is hereby amended and restated as set forth
on
Schedule 4.17
attached hereto.
SECTION 2.
Conditions
. This Amendment shall become effective when (i) the Agent shall
have received duly executed counterparts of this Amendment from the Borrower and the Lenders and
the Agent shall have executed and delivered its counterpart to this Amendment and Agent shall have
received each of the additional documents, instruments and agreements listed on the Closing
Checklist attached hereto as
Exhibit A
, each in form and substance reasonably acceptable to
Agent, (ii) the Agent shall have received from Borrower duly executed counterparts to the amended
and restated Fee Letter executed and executed and delivered its signed counterpart to the Borrower,
and (iii) the Agent shall have received in immediately available funds all fees owing under the
amended and restated Fee Letter.
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SECTION 3.
Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically set forth herein, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed; and
(b) The amendment set forth herein is effective solely for the purpose set forth herein and
shall be limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver of or modification of any other term or condition of the Credit Agreement or any
other Loan Document, (ii) operate as a waiver of or otherwise prejudice any right, power or remedy
that Agent or Lenders may now have or may have in the future under or in connection with the Credit
Agreement or any other Loan Document or (iii) constitute an amendment or waiver of any provision of
the Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to this Agreement,
herein, hereof and words of like import and each reference in the Credit Agreement and the Loan
Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment
shall be construed in connection with and as part of the Credit Agreement.
SECTION 4.
Representations and Warranties
. In order to induce Agent and Lenders to
enter into this Amendment, Borrower hereby represents and warrants to Agent and Lenders, after
giving effect to this Amendment:
(a) All representations and warranties of Borrower and its Subsidiaries contained in the
Credit Agreement and the other Loan Documents are true and correct in all material respects on and
as of the date of this Amendment, in each case as if made on and as of such date, other than
representations and warranties that expressly relate solely to an earlier date (in which case such
representations and warranties were true and correct on and as of such earlier date);
(b) No Default or Event of Default has occurred and is continuing; and
(c) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and
binding obligations of Borrower and are enforceable against Borrower in accordance with their
respective terms, except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors rights
generally.
SECTION 5.
Costs and Expenses
. As provided in
Section 17.10
of the Credit
Agreement, the Borrower shall pay all costs and expenses incurred by or on behalf of Agent and
Lenders arising from or relating to this Amendment constituting Lender Group Expenses.
SECTION 6.
GOVERNING LAW
. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL
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MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
SECTION 7.
Headings
. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute part of this Amendment for any other
purposes.
SECTION 8.
Counterparts
. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but all such counterparts
shall constitute one and the same instrument.
(signature pages follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.
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JOHN B. SANFILIPPO & SON, INC
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a Delaware corporation
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By:
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/s/
Michael J. Valentine
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Title:
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CFO
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WELLS FARGO CAPITAL FINANCE, LLC
(f/k/a Wells Fargo Foothill, LLC), a Delaware
limited liability company, as Agent and as a Lender
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By:
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/s/
Matt Mouledous
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Title:
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Vice President
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SOUTHWEST GEORGIA FARM
CREDIT
,
ACA for itself and as agent/nominee for Southwest
Georgia Farm Credit, FLCA
as a Lender
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By:
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/s/
Richard Horn
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Title:
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Executive Vice
President/CLO
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