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Subsequent Events
3 Months Ended
Sep. 30, 2017
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
Boyd Coffee Company Acquisition
On October 2, 2017, the Company completed its previously announced acquisition of substantially all of the assets of Boyd Coffee Company (the “Transaction”) pursuant to the terms of that certain Asset Purchase Agreement, dated as of August 18, 2017 (the “Purchase Agreement”), among the Company, Boyd Assets Co., a Delaware corporation and wholly owned subsidiary of the Company (“Buyer”), Boyd Coffee Company, an Oregon corporation (“Seller”), and each of the parties set forth on Exhibit A thereto (collectively with Seller, the “Seller Parties”), in consideration of cash and preferred stock. At closing, the Company paid Seller $39.5 million in cash, including $630,000 to be applied towards the Company’s obligations under a post-closing transition services agreement, and issued to Seller 14,700 shares of Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share (the “Preferred Stock”). The Company held back approximately $4.2 million in cash and 6,300 shares of Preferred Stock to secure Seller’s (and the other Seller Parties’) indemnification and certain other obligations under the Purchase Agreement.
In connection with the closing of the Transaction, on October 2, 2017, the Company borrowed $39.5 million under its Revolving Facility. See Note 15.
Each share of Preferred Stock will have a purchase price and an initial stated value of $1,000 (“Stated Value”). Each holder of Preferred Stock will be entitled to receive dividends, when and if declared by the Company’s Board of Directors, equal to 3.5% per annum of the Stated Value of such share in effect on the applicable regular dividend record date (“Regular Dividends”). Regular Dividends on each share of Preferred Stock will begin to accrue from, and including, the closing date; and if not declared and paid, will be cumulative. Subject to certain limitations, each share of Preferred Stock has the right to convert into 26 shares of the Company’s common stock (rounded down to the nearest whole share and subject to adjustment in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware. Except as otherwise required by applicable law, each share of Preferred Stock outstanding will entitle the holder(s) thereof to vote together with the holders of the Company’s common stock on all matters submitted for a vote of, or consent by, holders of the Company’s common stock. For these purposes, each holder will be deemed to be the holder of record, on the record date for each such vote or consent, of a number of shares of the Company’s common stock equal to the quotient (rounded down to the nearest whole number) obtained by dividing (i) the aggregate Stated Value of the shares of Preferred Stock held by such holder on such record date by (ii) the conversion price determined in accordance with the Certificate of Designations in effect on such record date.
The Company is in the process of finalizing the valuation of assets acquired and has not received all the information necessary to complete its initial accounting for the business combination. The Company expects to complete its preliminary valuation and present the details of the acquisition in its quarterly report on Form 10-Q for the period ending December 31, 2017.
Western Conference of Teamsters Pension Trust
On October 30, 2017, counsel to the Company received written confirmation that the WCT Pension Trust will be retracting its claim, stated in its letter to the Company dated July 10, 2017, that certain of the Company’s employment actions in 2015 resulting from the Corporate Relocation Plan constituted a partial withdrawal from the WCTPP.  The written confirmation stated that the WCT Pension Trust has determined that a partial withdrawal did not occur in 2015 and further stated that the withdrawal liability assessment has been rescinded.  This rescinding of withdrawal liability assessment applies to Company employment actions in 2015 with respect to the bargaining units that were specified in the WCT Pension Trust Letter.  As of September 30, 2017, the Company is not able to predict whether the WCT Pension Trust may make a claim, or estimate the extent of potential withdrawal liability, related to the Corporate Relocation Plan for actions or bargaining units other than those specified in the WCT Pension Trust Letter.

Registration Statement on Form S-3
On November 3, 2017, the Company filed with the SEC a shelf registration statement on Form S-3 to register, for one or more offerings to be made on a delayed or continuous basis, an aggregate of up to $250,000,000 of common stock of the Company, par value $1.00 per share (“Common Stock”), preferred stock of the Company, par value $1.00 per share (“Preferred Stock”), depositary shares (“Depositary Shares”) representing Preferred Stock, warrants entitling the holders to purchase Common Stock, Preferred Stock or Depositary Shares, purchase contracts for the purchase or sale of equity securities, currencies or commodities, and units composed of two or more of the foregoing.