Subsequent Events |
6 Months Ended | ||
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Jun. 28, 2025 | |||
Subsequent Events | |||
Subsequent Events |
Credit Agreement Amendment. On July 1, 2025, we amended our senior secured credit agreement. The amendment reduced the revolving credit facility commitments from $475.0 million to $430.0 million. The amendment also increased our maximum consolidated leverage ratio from 7.00 to 1.00 to 7.50 to 1.00 for the quarter ended June 28, 2025 through the quarter ending October 3, 2026. The maximum consolidated leverage ratio will decrease to 7.25 to 1.00 for the quarter ending January 2, 2027 and return to 7.00 to 1.00 for the quarters ending April 3, 2027 and thereafter. As long as the revolving credit facility is outstanding, the amendment also further restricts the available amount (as defined in the credit agreement) of our cash that may be used for restricted debt payments and investments to a maximum consolidated leverage ratio of less than or equal to 7.00 to 1.00 after giving effect to such repayment or investment (measured on the date of irrevocable redemption notice so long as payment is made within 90 days) and for restricted payments, including dividends, to a maximum consolidated leverage ratio of less than or equal to 7.25 to 1.00 after giving effect to the restricted payment (measured on the dividend declaration date so long as payment is made within 90 days). In connection with the amendment, we paid a fee of $0.8 million (or $0.6 million, net of tax) to the consenting lenders. New U.S. Tax Legislation. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the U.S. Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Among the tax law changes that will impact us relate to the timing of certain tax deductions including depreciation expense, R&D expenditures and interest expense. The OBBBA allows for 100% bonus depreciation to be taken on eligible assets, the option to immediately expense domestic R&D expenditures as well as accelerate the deduction of previously capitalized expenses, and restores the earnings before interest, taxes, depreciation and amortization (EBITDA) calculation for purposes of determining interest limitations. We currently expect to implement the tax law changes in the third quarter of 2025 and are evaluating the potential impact of the OBBBA on our financial position, results of operations and liquidity. Le Sueur U.S. Divestiture; Possible Divestiture of Remaining Frozen & Vegetables Assets. On August 1, 2025, we completed the sale of the Le Sueur U.S. shelf-stable vegetable brand to McCall Farms, Inc. for a purchase price of $59.1 million, which included an adjustment for estimated inventory at closing and remains subject to a post-closing adjustment for final inventory at closing. The sale did not include the Le Sieur Canadian shelf-stable business. We refer to this sale as the “Le Sueur U.S. divestiture.” We are also continuing to evaluate and pursue a possible divestiture of some or all of the remaining assets in our Frozen & Vegetables business unit, either in a single transaction or in a series of transactions and expect that some or all of such remaining assets may be reclassified as assets held for sale as early as the third quarter of 2025. In connection with the Le Sueur U.S. divestiture and the potential reclassification of the remaining assets of the Frozen & Vegetables business unit, we believe it is reasonably possible that we may recognize non-cash losses and impairments in the aggregate ranging from $125.0 million to $175.0 million. |