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Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events

16.   SUBSEQUENT EVENTS



Acquisition of Fleischmann’s Vinegar Company, Inc.



On October 3, 2016, the company, through an indirect wholly-owned subsidiary, entered into a stock purchase agreement with SCI Ingredients, Stone Canyon Industries LLC and other selling shareholders to purchase all of the issued and outstanding capital stock of SCI Ingredients for $250 million in cash, subject to certain post-closing adjustments. A portion of the purchase price was used to fully repay existing debt. SCI Ingredients is the holding company of Fleischmann’s Vinegar, the world’s largest manufacturer and marketer of food-grade industrial vinegar.



The closing of the transaction occurred immediately following the execution of the purchase agreement, on October 3, 2016. The transaction was financed using $135 million of debt described under “Credit Agreement” below, with the balance paid from cash on hand.



Credit Agreement



On October 3, 2016, in order to partially fund the acquisition of Fleischmann’s Vinegar described above, certain subsidiaries of the company entered into a credit agreement with a group of lenders, consisting of a term loan and a revolving loan commitment.



The subsidiaries borrowed $130 million under the term loan. The term loan principal is scheduled to be repaid in installments of $325,000 per quarter beginning December 31, 2016 through September 30, 2022, with a final balloon payment of $122.2 million on October 3, 2022. The revolving loan commitment provides for principal borrowings of up to $15 million through October 3, 2022. The subsidiaries initially borrowed $5 million under the revolving loan commitment. Both the term loan and loans under the revolving loan commitment are subject to mandatory prepayments based on, as defined, excess cash flow, extraordinary receipts, asset dispositions and proceeds from equity and debt issuances. Voluntary term loan prepayments and mandatory term loan prepayments based on debt issuances and certain equity issuances are generally subject to prepayment fees of (i) 2.0% if prepaid on or before the first anniversary of the credit agreement or (ii) 1.0% if prepaid after the first anniversary but on or before the second anniversary of the credit agreement.



The term loan and loans under the revolving loan commitment each bear interest at a floating rate based on the consolidated total net leverage ratio for the Fleischmann’s Vinegar operations, adjusted quarterly, equal to (i) for portions of the term loan and/or revolving credit advances designated as base rate loans, the sum of the base rate plus an applicable margin of 5.0% to 6.0% and (ii) for portions of the term loan and/or revolving credit advances designated as LIBOR loans, the sum of the LIBOR rate, subject to a 1.00% floor, plus an applicable margin of 6.0% to 7.0%.  The initial interest rate on both the term loan and revolving loan was 8.0%.  The unused portion of the revolving loan commitment is also subject to a commitment fee of 0.5% per annum.



The obligations under the credit agreement are secured by a first priority lien on (i) all of the assets of Fleischmann’s Vinegar, and (ii) all of the capital stock of the parent company of Fleischmann’s Vinegar and its subsidiaries.  



The credit agreement contains certain customary representations and warranties, affirmative covenants, negative covenants, financial covenants and events of default. The negative covenants include restrictions on the Fleischmann’s Vinegar operations’ ability to incur additional indebtedness, acquire and sell assets, create liens, make investments, make distributions and enter into transactions with affiliates. The financial covenants include requirements to maintain a minimum consolidated fixed charge coverage ratio and a maximum consolidated total net leverage ratio for the Fleischmann’s Vinegar operations.