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Item 1.01.
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Entry into Material Definitive Agreement.
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National Beef
On April 9, 2018, we entered into a Purchase and Sale Agreement (the “Agreement”) with Marfrig Global Foods
S.A., a Brazilian Corporation (sociedade por ações) (“Marfrig”), NBM US Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Marfrig (“Buyer”), NBPCo Holdings, LLC, a South Dakota limited
liability company (“NBPCo” and together with us, “Sellers”), and National Beef Packing Company, LLC, a Delaware limited liability company of which we own approximately 79% of the outstanding equity units (the
“Company”).
Pursuant to the Agreement, we have agreed to sell to Buyer, and Buyer has agreed to buy from us,
equity units representing approximately 48% of the outstanding equity of the Company for a purchase price equal to approximately $907.7 million, minus an amount equal to 48% of the amount by which the Company’s net indebtedness at closing
exceeds a target amount set forth in the Agreement. In addition, pursuant to the Agreement, NBPCo will sell to Buyer an additional approximately 3% of the outstanding equity of the Company on the same terms, resulting in the Buyer acquiring a total
of 51% of the Company’s equity. Under the Agreement, we are acting as Sellers’ Representative for each of us and NBPCo. Following the closing, we will retain an approximately 31% equity interest in the Company. Upon completion of the sale,
the Company will no longer be consolidated in our financial statements; rather, our interest in the Company will be accounted for as an equity investment.
Pursuant to the Agreement, Marfrig has deposited $150.0 million (the “Deposit”) in escrow to be held, initially
by The Bank of New York Mellon, as escrow agent, or in certain circumstances by us as Sellers’ Representative, pending Marfrig’s delivery of a required consent to the transaction from one of its shareholders, BNDES
Participações S.A. (the “BNDES Consent”). Upon delivery of the BNDES Consent in accordance with the terms of the Agreement, the Deposit will be either returned to Marfrig or applied against the purchase price; provided,
however, that if the BNDES Consent is not delivered by the day that is 135 days after the date of the Agreement and the Agreement is subsequently terminated, the Sellers will be entitled to receive and retain the Deposit (allocated in accordance
with their proportionate interests being sold in the transaction).
Pursuant to the Agreement, each of the Sellers
(severally) and the Company have made customary representations and warranties to Buyer, and the operations of the Company prior to the closing are subject to customary limitations. Each of the Sellers (severally) will indemnify Buyer with respect
to any breach of or inaccuracy in the representations and warranties of Sellers
and the Company, or any failure to perform any covenants or agreements of Sellers contained in the Agreement. Buyer has agreed to provide comparable indemnification to Sellers with respect to its
and Marfrig’s representations and warranties, and covenants and agreements. Subject to certain exceptions, Sellers’ aggregate indemnification liability cannot exceed $4 million.
The closing under the Agreement is subject to limited closing conditions. Buyer’s ability to obtain financing of its
purchase obligation is not a condition to closing.
Buyer has delivered to us as Sellers’ Representative a financing
commitment in the aggregate amount of $1.0 billion from Coöperatieve Rabobank U.A. Sellers and the Company have agreed to provide customary assistance to Buyer in obtaining such financing.
Marfrig has guaranteed all obligations of Buyer under the Agreement.
In connection with the closing, the parties will enter into the Third Amended and Restated Limited Liability Company Agreement
of the Company substantially in the form of Exhibit B to the Agreement (the “A&R Operating Agreement”). Under the terms of the A&R Operating Agreement, and subject to certain limitations contained therein, we will continue to have
the right to appoint two individuals to the Company’s Board and certain other rights in respect of our continuing equity investment in the Company, including a fair market value put right after the fifth anniversary of the closing. Marfrig will
provide a guarantee of Buyer’s obligations with respect to the put right under the A&R Operating Agreement.
The
foregoing descriptions of the Agreement and the A&R Operating Agreement are qualified in their entirety by the full text of the Agreement which has been filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated by reference herein, and the form of the A&R Operating Agreement that is attached to the Agreement as Exhibit B thereto.
Garcadia
On April 5, 2018, we
entered into a binding letter of intent (“LOI”) with Garff Ventures, LLC, Garff Ventures II, LLC, Garff Ventures Auto, LLC, Garff Ventures Auto II, LLC and Garff Enterprises, Inc. (collectively, the “Garff Buyers”) whereby we
agreed to sell all of our equity interests in Garcadia and its associated real estate to the Garff Buyers. At closing, we will receive $435 million in cash and $50 million in senior preferred equity of an entity that will own all of the
automobile dealerships associated broadly with the Ken Garff Automotive Group. At or prior to closing, we will pay approximately $53 million to retire the mortgage debt on the real estate to be sold to the Garff Buyers. In addition, we agreed
to pay at closing an amount equal to $5.75 million to the Garff Buyers representing the satisfaction of a
pre-existing
obligation.
Pursuant to the LOI, the transaction will close no later than July 31, 2018.
The foregoing description of the LOI is qualified in its entirety by the full text of the LOI which has been filed as Exhibit 10.2 to this
Current Report on Form
8-K
and is incorporated by reference herein.