Form 8-K BOB EVANS FARMS INC For: May 11

 

 

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): May 15, 2015 (May 11, 2015)

 

 

Bob Evans Farms, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-1667		31-4421866
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

 

8111 Smith’s Mill Road, New Albany, Ohio		43054
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 491-2225

Not applicable

(Former name or former address, if changed since last report)

 

 

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)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2b)

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement.

On May 11, 2015, Bob Evans Farms, Inc. (the “Registrant”), entered into a Second Amendment (“Second Amendment”) to Amended and Restated Credit Agreement to its $750,000,000 Revolving Credit Facility Amended and Restated Credit Agreement (collectively the “Amended Credit Agreement”) among Bob Evans Farms, LLC, an Ohio limited liability company, as borrower (the “Borrower”); the Registrant and its wholly-owned subsidiary, BEF Foods, Inc., an Ohio corporation (“BEF Foods”), as guarantors; and the Lenders and the Administrative Agent who originally entered into the Credit Agreement on January 2, 2014. The Second Amendment was effective as of April 24, 2015.

The terms of the Amended Credit Agreement were amended related to: (a) the definitions of Daily LIBOR Rate and LIBOR Rate; (b) Restricted Payments regarding the repurchase of shares, allowing for the repurchase of shares up to $150.0 million during the 2016 fiscal year subject to a Leverage Ratio restriction; and (c) the Maximum Leverage Ratio for the fourth quarter of fiscal 2015 and for the 2016 fiscal year is 4.50 to 1.00, for the first and second quarters of fiscal year 2017 is 4.25 to 1.00, and for the third quarter of fiscal 2017 through the term of the Amended Credit Agreement (subject to Borrower’s right to increase due to a Permitted Acquisition), is 4.00 to 1.00.

As of May 8, 2015 the Company had loans outstanding under the Amended Credit Agreement in the total amount of approximately $450.6 million. Letters of credit totaling approximately $12.1 million were also outstanding.

The foregoing description of the provisions of the Amended and Restated Credit Agreement, the First and Second Amended Credit Agreement and the Guaranty is qualified in its entirety by reference to the full and complete terms of the Amended and Restated Credit Agreement, the First and Second Amended Credit Agreements and the Guaranty. A description of the Amended and Restated Credit Agreement and the Guaranty are available in Registrant’s Form 8-K filed on January 2, 2014. A description of the First Amended and Restated Credit Agreement is available in Registrant’s Form 8-K filed on July 24, 2014.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the description in “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K related to the entering into of the Second Amendment to Amended and Restated Credit Agreement by the Registrant as borrower and the guaranty by the Registrant’s parent and a material subsidiary.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

4.1		$750,000,000 Revolving Credit Facility Amended and Restated Credit Agreement effective January 2, 2014 among Bob Evans Farms, LLC, as borrower; Bob Evans Farms, Inc. and its wholly-owned subsidiary, BEF Foods, Inc., as guarantors; PNC Bank, National Association, as administrative agent, and the other Lenders party thereto.		Incorporated herein by reference to Exhibit 4.1 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for its fiscal quarter ended January 24, 2014 filed March 4, 2014 (File No. 0-1667)
4.2		First Amendment to $750,000,000 Revolving Credit Facility Amended and Restated Credit Agreement effective July 23, 2014 among Bob Evans Farms, LLC, as borrower; Bob Evans Farms, Inc. and its wholly-owned subsidiary, BEF Foods, Inc., as guarantors; PNC Bank, National Association, as administrative agent, and the other Lenders party thereto.		Incorporated herein by reference to Exhibit 4.2 to Bob Evans Farms, Inc.’s Form 8-K filed July 24, 2014 (File No. 0-1667)
99.1		Press Release dated May 15, 2015		Attached hereto.

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SIGNATURE

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.

Date: May 15, 2015

 

Exhibit 99.1

 

 

Bob Evans Farms Announces Amendment to Credit Facility

NEW ALBANY, Ohio – May 15, 2015 – Bob Evans Farms, Inc. (NASDAQ: BOBE) today announced it amended its existing $750 million credit facility.

The amended terms of the credit facility allow, subject to stated requirements, the repurchase of up to $150 million of shares in fiscal year 2016, and increases the maximum leverage ratio for the period starting April 24, 2015, through January 27, 2017, and thereafter. Information concerning the amendment was filed by the Company today with the Securities and Exchange Commission and can be obtained at www.sec.gov.

Chief Financial Officer Mark Hood said, “We are pleased to have completed this amendment to our credit facility as it enables Bob Evans Farms to continue returning capital to shareholders in a disciplined and prudent manner while also providing the flexibility necessary to complete restructuring and turnaround efforts.”

PNC Bank, National Association, and PNC Capital Markets LLC, acted as administrative agent, and joint lead arranger and sole bookrunner, respectively for the facility. J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Bank, National Association acted as joint lead arrangers. Co-syndicated agents included Bank of America N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association. The other lenders are KeyBank, National Association, Bank of America N.A., Fifth Third Bank, U.S. Bank National Association, The Huntington National Bank, and The Ohio Valley Bank Company.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain statements in this news release that are not historical facts are forward-looking statements. Forward-looking statements involve various important assumptions, risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events. We discuss these factors and events, along with certain other risks, uncertainties and assumptions, under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 25, 2014, and in our other filings with the Securities and Exchange Commission. We note these factors for investors as contemplated by the Private Securities Litigation Reform Act of 1995. Predicting or identifying all such risk factors is impossible. Consequently, investors should not consider any such list to be a complete set of all potential risks and uncertainties. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect circumstances or events that occur after the

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date of the statement to reflect unanticipated events. All subsequent written and oral forward-looking statements attributable to us or any person acting on behalf of the Company are qualified by the cautionary statements in this section.

About Bob Evans Farms, Inc.

Bob Evans Farms, Inc. owns and operates full-service restaurants under the Bob Evans Restaurants brand name. At the end of the third fiscal quarter (January 23, 2015), Bob Evans Restaurants owned and operated 564 family restaurants in 19 states, primarily in the Midwest, mid-Atlantic and Southeast regions of the United States. Bob Evans Farms, Inc., through its BEF Foods segment, is also a leading producer and distributor of refrigerated side dishes, pork sausage and a variety of refrigerated and frozen convenience food items under the Bob Evans and Owens brand names. For more information about Bob Evans Farms, Inc., visit www.bobevans.com.

Contact:

Scott C. Taggart

Vice President, Investor Relations

(614) 492-4954

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