Form 8-K SEABOARD CORP /DE/ For: May 13
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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 13, 2015
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-3390 04-2260388
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
9000 W. 67th Street, Shawnee Mission, Kansas 66202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 676-8800
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:
[ ] 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-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Seaboard TF Holdings, LLC ("Seaboard TF Holdings"), a subsidiary of
Seaboard's wholly-owned subsidiary, Seaboard Foods LLC, entered into
the Seaboard Triumph Foods, LLC Subscription Agreement dated May 13,
2015 between Seaboard TF Holdings and Seaboard Triumph Foods, LLC
("STF") pursuant to which Seaboard TF Holdings agrees to contribute up
to $207.4 million to STF, as needed in connection with the development
and operation of a pork processing facility. STF is owned equally by
Seaboard TF Holdings and Triumph Foods, LLC.
Item 8.01 Other Events
On May 14, 2015, Seaboard's wholly-owned subsidiary, Seaboard Foods,
issued a press release announcing that Seaboard Foods and Triumph Foods
have organized a new joint venture entity, Seaboard Triumph Foods, LLC,
which will construct a new pork processing facility in Sioux City,
Iowa. In connection with organizing Seaboard Triumph Foods, LLC,
Seaboard Foods and Triumph Foods entered into various agreements
setting forth the terms of the joint venture, including an agreement to
provide hogs to be processed at the facility.
The foregoing is a summary and does not purport to be a complete
description of all terms and conditions of the agreements. The Seaboard
Triumph Foods, LLC Subscription Agreement is included as Exhibit 10.1
and the full text of the press release is included as Exhibit 99.1 to
this Current Report on Form 8-K and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Seaboard hereby furnishes the following exhibits:
10.1 Seaboard Triumph Foods, LLC Subscription Agreement dated
May 13, 2015.
99.1 Press release of Seaboard Corporation dated May 14, 2015.
2
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 thereunto duly authorized.
DATE: May 14, 2015
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Executive Vice President,
Chief Financial Officer
3
Exhibit 10.1
SEABOARD TRIUMPH FOODS, LLC
SUBSCRIPTION AGREEMENT
MAY 13, 2015
For good and valuable consideration, the undersigned
subscriber (the "Subscriber") hereby irrevocably subscribes for
the number of Units in Seaboard Triumph Foods, LLC, a Delaware
limited liability company (the "Company"), set forth on Exhibit A
hereto under the heading "Seaboard Units" (the "Units") at a
price per Unit equal to $10,000 (aggregate of $207,400,000),
subject to the terms and provisions of this Subscription
Agreement (this "Subscription Agreement") and the Operating
Agreement of the Company (as it may be amended, modified or
supplemented from time to time, the "Operating Agreement"),
dated as of the date hereof, and agrees, as consideration for
the Units, to pay the price for the Units set forth on
Exhibit A hereto. The Subscriber will pay the purchase price
for the Units, and the Company will issue such Units, at the
times set forth on Exhibit A hereto. The Units shall have the
rights, powers, restrictions and limitations of Units set forth
in the Operating Agreement.
Notwithstanding anything herein to the contrary, it is
understood, in accordance with Section 3.02(a) of the Operating
Agreement, (i) that the amounts and timing of the payments
otherwise set out on Exhibit A hereto shall be adjusted to
reflect the amount of funds borrowed by the Company pursuant to
any "Debt Financing" (as defined in the Operating Agreement),
(ii) that the "Members" (as defined in the Operating Agreement)
by mutual written consent, can also adjust the amounts and timing
for payments otherwise set out on Exhibit A hereto based on the
various factors (including, for example, the receipt, timing and
amount of the Debt Financing and the time and cost of the
projected components of "Capital Contributions" (as defined in
the Operating Agreement)) forming the basis for the payments set
forth in Exhibit A hereto, and (iii) that, unless and until the
amounts or timing for the payments otherwise set out on Exhibit A
are in fact adjusted in accordance with clauses (i) or (ii) of
this sentence, the payments listed on Exhibit A shall be made in
accordance with Exhibit A.
THE SUBSCRIBER UNDERSTANDS THAT THE UNITS ARE BEING ISSUED
WITHOUT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "FEDERAL ACT"), OR UNDER THE SECURITIES LAWS OF ANY
U.S. STATE (THE "STATE ACTS"), IN RELIANCE UPON EXEMPTIONS
PROVIDED BY THE FEDERAL ACT AND THE STATE ACTS AND THE
REGULATIONS PROMULGATED THEREUNDER.
The Subscriber further understands that such reliance is
based in part upon its representations set forth below. The
Subscriber hereby represents and warrants as follows:
1. The Subscriber understands that the Units have not been
registered under the Federal Act or the State Acts, and,
therefore, cannot be resold unless they are registered thereunder
or unless an exemption from registration is available in the
opinion of the Company and, if required by the Company, in the
opinion of counsel to the Company. The Subscriber further
understands that it is not contemplated that any registration of
the Units will be made under the Federal Act or any State Act, or
that the Company will take steps that make the provisions of Rule
144 under the Federal Act available to permit resale of the
Units. The
Subscriber will not attempt to pledge, transfer, convey or
otherwise dispose of the Units other than in compliance with the
terms and conditions of the Operating Agreement.
2. The Subscriber is an "accredited investor" as such term
is defined in Rule 501(a) of Securities and Exchange Commission
Regulation D promulgated under the Federal Act.
3. The Subscriber is the sole party in interest as to the
Units and is acquiring the Units for its own account, not with a
view toward the resale or distribution thereof and with the
intent of holding the Units indefinitely. The Subscriber has not
offered or sold the Units within the meaning of the Federal Act
or any State Act. The Subscriber does not contemplate the sale
of the Units either currently or after the passage of a fixed or
determinable period of time or upon the occurrence or
nonoccurrence of any predetermined event or circumstance. There
is no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing
for, or that is likely to compel a disposition of, the Units.
The Subscriber is not aware of any circumstance presently in
existence that is likely in the future to prompt the distribution
of the Units.
4. The Subscriber understands that it must continue to
bear the economic risk associated with the Units for an
indefinite period of time, because the Units have not been
registered under the Federal Act or any State Act. The Subscriber
is able to bear the economic risk associated with the Units for
an indefinite period of time.
5. The Subscriber understands and agrees to all notices
and restrictions on transfer set forth in the certificate
representing the Units, the Operating Agreement and the Master
Transfer Agreement (as defined in the Operating Agreement).
This Subscription Agreement (including the acceptance page
hereto), constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof. This
Subscription Agreement may be amended only by a writing executed
by both of the parties hereto.
This Subscription Agreement shall be governed by and
construed and enforced in accordance with the internal laws of
the State of Delaware without reference to Delaware choice of law
rules.
This Subscription Agreement may be executed in multiple
counterparts and by the parties hereto on separate counterparts
which, taken together, shall constitute one binding agreement.
This Subscription Agreement shall also be deemed duly executed,
delivered and in full force and effect if (a) the Subscriber has
properly executed a signature page to this Subscription
Agreement, and (b) the Company has accepted the Subscriber's
subscription by properly executing an acceptance of the
Subscriber's subscription.
IN WITNESS WHEREOF, the undersigned Subscriber has executed
and acknowledged this Subscription Agreement as of the date set
forth below.
SUBSCRIBER:
SEABOARD TF HOLDINGS, LLC
By: /s/ Robert L. Steer
Name: Robert L. Steer
Title: Vice President
Date of Submission: May 13, 2015
The foregoing subscription of Seaboard TF Holdings, LLC is hereby
accepted.
SEABOARD TRIUMPH FOODS, LLC
By: /s/ Mark S. Campbell
Name: Mark S. Campbell
Title: Vice President
By: /s/ Terry J. Holton
Name: Terry J. Holton
Title: Vice President
Exhibit A
Schedule of Unit Issuances
[Omitted]
Seaboard Corporation undertakes to provide to the Securities and Exchange
Commission Exhibit A, as requested, subject to Seaboard's right to request
confidential treatment under the Freedom of Information Act.
Exhibit 99.1
PRESS RELEASE
Seaboard Foods and Triumph Foods announce plans to build new pork
processing plant
Sioux City, Iowa (May 14, 2015) - Seaboard Foods and Triumph Foods
announced today the formation of a joint venture, with equal ownership, to
construct a new pork processing facility in Sioux City, Iowa, with site
work expected to begin this summer and construction completed by July 2017.
The plant is expected to process about 3 million market hogs annually
operating a single shift and employ approximately 1,100 persons, including
approximately 200 salaried positions and 900 hourly production positions.
The plant will be built on property in the Bridgeport West Industrial
Park in Sioux City, located north of the Sioux Gateway Airport along the
Missouri River.
A full line of fresh pork products for international, retail, food service,
and further processing markets will be produced. Seaboard Foods will market
and sell the pork produced by the plant. Currently, Seaboard Foods markets
and sells fresh pork processed by Triumph Foods' St. Joseph, Mo., and
Seaboard Foods, Guymon, Okla., plants to domestic markets under the
PrairieFresh Premium Pork brand and international markets under the
Seaboard Farms and St. Joe Pork brands.
"Today's announcement marks another step in strengthening our business
partnership and position as a leading integrated food system providing
customers domestically and throughout the world with premium pork focused
on the highest standards for food safety and pork quality consistency,"
says Terry Holton, Seaboard Foods president and CEO. "We look forward to
the new opportunities the plant will bring to our customers as well as the
Sioux City region."
Mark Campbell, Triumph Foods CEO, adds, "When we started inquiring about
expanding our business, we recognized the strong commitment and willingness
to welcome Triumph Foods and Seaboard Foods to the City. Local leaders have
built a business environment poised to bring growth to the region. We look
forward to the new pork processing facility being part of that growth, and
its staff being actively involved in the Sioux City community."
Triumph Foods is owned exclusively by pork producers and Seaboard Foods is
a wholly-owned subsidiary of Seaboard Corporation (NYSE MKT: "SEB").
Triumph Foods and Seaboard Foods are integrated food companies, with farm
operations and pork processing, controlling the entire process every step
of the way from before the farm to the plate. Together, Seaboard Foods and
Triumph Foods have aligned their farm operations and pork processing,
including genetics, pig nutrition, animal care, food safety and product
quality, to ensure consistent, wholesome premium pork products to its
customers. If the two companies were considered as a single combined
entity, they would comprise the second largest hog producer, a top 5 U.S.
pork processor, and a leading exporter of U.S. pork.
In addition to the new plant, Seaboard Foods and Triumph Foods own Daily's
Premium Meats that has bacon processing plants in Salt Lake City, Utah and
Missoula, Montana, and a third plant under construction in St. Joseph,
Missouri. Daily's markets and sells a variety of processed pork items from
signature honey cured bacon to applewood smoked bacon to naturally smoked
hams to breakfast sausages. The new pork processing plant will supply raw
materials for Daily's operations in addition to the Guymon and St. Joseph
plants.
Sioux City was selected because of the existence of a shovel-ready
industrial site location, transportation infrastructure, availability of
market hogs in the region, and the pro-business
environment city leaders, the Iowa Economic Development Authority and the
State of Iowa demonstrated throughout the site selection process.
Both Seaboard Foods and Triumph Foods share a strong commitment to
stewardship and community involvement. Focused on being good neighbors, the
pork processing facility will include a modern architecture design,
customized landscaping for beautification and buffering from neighbors, and
modern odor abatement technologies, as well as other environmentally
friendly design features. Also, Triumph Foods and Seaboard Foods have made
a commitment for the plant to support local civic and charitable
organizations and community events.
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