Note 11 - Subsequent Events
Second Amendment to Amended and Restated Credit Agreement
On
\u00a0
March
\u00a0
25,
\u00a0
2025,
\u00a0
the
\u00a0
Company
\u00a0
entered
\u00a0
into
\u00a0
the
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Second
\u00a0
Amendment
\u00a0
(the
\u00a0
\u201cSecond
\u00a0
Amendment\u201d)
\u00a0
to
\u00a0
its
\u00a0
Amended
\u00a0
and
Restated Credit
\u00a0
Agreement (as
\u00a0
amended,
\u00a0
the \u201cCredit
\u00a0
Agreement\u201d)). Under
\u00a0
the
\u00a0
Credit Agreement,
\u00a0
a Change
\u00a0
of
\u00a0
Control is
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an
event
\u00a0
of
\u00a0
default.
\u00a0
The
\u00a0
Second
\u00a0
Amendment
\u00a0
amended
\u00a0
the
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definition
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of
\u00a0
Change
\u00a0
of
\u00a0
Control
\u00a0
to
\u00a0
exclude
\u00a0
from
\u00a0
that
\u00a0
definition
\u00a0
the
conversion (the \u201cClass A Conversion\u201d) of all outstanding shares of the Company\u2019s Class A Common Stock into Common Stock
in accordance with the Conversion Agreement.
Under the Second Amendment, prior to the Class A Conversion, the definition of Change of Control is unchanged. On and after
the Class A
\u00a0
Conversion, Change of Control
\u00a0
will mean any
\u00a0
of (i) the
\u00a0
acquisition by any \u201cperson\u201d
\u00a0
or \u201cgroup\u201d (as
\u00a0
such terms are
used in
\u00a0
sections 13(d)
\u00a0
and 14(d)
\u00a0
of the
\u00a0
Securities Exchange
\u00a0
Act of
\u00a0
1934, as
\u00a0
amended) at
\u00a0
any time
\u00a0
of beneficial
\u00a0
ownership of
30.0
% or more of
\u00a0
the outstanding capital stock
\u00a0
or other equity interests
\u00a0
of the Company on
\u00a0
a fully-diluted basis, (ii)
\u00a0
the failure
of individuals who
\u00a0
are members of
\u00a0
the board of
\u00a0
directors (or similar
\u00a0
governing body) of
\u00a0
the Company on
\u00a0
the effective date
\u00a0
of
the Second Amendment (together with any new or replacement directors whose initial nomination for election was approved by
a majority of the directors who were either directors on the effective date of the Second Amendment or previously so approved)
to constitute a majority
\u00a0
of the board of
\u00a0
directors (or similar governing
\u00a0
body) of the
\u00a0
Company, or
\u00a0
(iii) any \u201cChange of
\u00a0
Control\u201d
(or words of
\u00a0
like import), as
\u00a0
defined in any
\u00a0
agreement or indenture
\u00a0
relating to any
\u00a0
issue of Material
\u00a0
Indebtedness of any
\u00a0
Loan
Party or any Subsidiary of a Loan Party (each as defined in the Credit Agreement), shall occur.
For
\u00a0
additional
\u00a0
information
\u00a0
regarding
\u00a0
the
\u00a0
Credit
\u00a0
Facility,
\u00a0
see
\u00a0
Note
\u00a0
10
\u00a0
\u2013
\u00a0
Credit
\u00a0
Facility
\u00a0
to
\u00a0
the
\u00a0
audited
\u00a0
consolidated
\u00a0
financial
statements included in the 2024 Annual Report.
\u00a0
Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
On
\u00a0
March
\u00a0
27,
\u00a0
2025,
\u00a0
the
\u00a0
Company\u2019s
\u00a0
Third
\u00a0
Amended
\u00a0
and
\u00a0
Restated
\u00a0
Certificate
\u00a0
of
\u00a0
Incorporation
\u00a0
was
\u00a0
filed
\u00a0
with
\u00a0
the
\u00a0
Delaware
Secretary
\u00a0
of
\u00a0
State
\u00a0
and
\u00a0
became
\u00a0
effective.
\u00a0
Also
\u00a0
on
\u00a0
March
\u00a0
27,
\u00a0
2025,
\u00a0
the
\u00a0
Company\u2019s
\u00a0
Amended
\u00a0
and
\u00a0
Restated
\u00a0
Bylaws
\u00a0
became
effective.
Agreement to Acquire Echo Lake Foods, Inc.
On
\u00a0
April
\u00a0
8,
\u00a0
2025,
\u00a0
the
\u00a0
Company
\u00a0
signed
\u00a0
a
\u00a0
definitive
\u00a0
agreement
\u00a0
to
\u00a0
acquire
\u00a0
Echo
\u00a0
Lake
\u00a0
Foods,
\u00a0
Inc.
\u00a0
(\u201cEcho
\u00a0
Lake
\u00a0
Foods\u201d)
\u00a0
for
approximately $
258
\u00a0
million, excluding
\u00a0
expected tax
\u00a0
assets resulting
\u00a0
from the
\u00a0
transaction, to
\u00a0
be funded
\u00a0
with available
\u00a0
cash on
hand. Echo
\u00a0
Lake Foods
\u00a0
was founded
\u00a0
in 1941
\u00a0
and acquired
\u00a0
by the
\u00a0
Meinerz family
\u00a0
in 1981.
\u00a0
Based in
\u00a0
Burlington, Wisconsin,
Echo Lake Foods produces, packages, markets and distributes ready-to-eat egg products and
\u00a0
breakfast foods, including waffles,
pancakes, scrambled eggs, frozen cooked omelets, egg patties,
\u00a0
toast and diced eggs. The transaction has
\u00a0
been approved by both
companies\u2019 boards of directors and
\u00a0
is expected to close
\u00a0
by the end of
\u00a0
fiscal 2025 following completion of
\u00a0
regulatory approvals
and subject to customary closing conditions.
\u00a0
The transaction is not subject to shareholder approval.