Subsequent Events |
6 Months Ended |
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Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 16 - Subsequent Events Acquisition of Searay Foods Inc. On July 17, 2026, the Company, HF Acquisition Newco Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and HF Toro Canada Holdings Inc., a British Columbia company and wholly-owned subsidiary of the Company (collectively, the "Buyer Entities"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with Searay Foods Inc. and Morgan Foods Inc., each a corporation formed under the laws of British Columbia (collectively, "Searay"), the sellers named therein (the "Sellers"), and a representative of the Sellers. Pursuant to the Purchase Agreement, the Buyer Entities will acquire 100% of the issued and outstanding securities of Searay. The aggregate base purchase price is CAD$47.9 million (approximately US$35 million based on the exchange rate in effect on the date of the Purchase Agreement), payable as (i) CAD$38.4 million in cash, subject to customary post-closing adjustments, and (ii) 1,701,871 shares of the Company's common stock to be deposited into escrow at closing. The shares to be issued will be exempt from registration under the Securities Act of 1933, as amended, in reliance on Regulation S and Regulation D thereunder. In addition, the Sellers are eligible to receive contingent earnout payments based on the achievement of specified EBITDA targets over a - to three-year period following the closing. The closing is subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals, and is expected to occur no later than August 31, 2026, unless the Purchase Agreement is earlier terminated or extended in accordance with its terms. In connection with the Purchase Agreement, certain key employees of Searay, including a Seller, entered into employment agreements with a subsidiary of the Company. The transaction will expand the Company's operational footprint into Canada through the Vancouver, British Columbia market and will serve as the Company's first expansion into an international market outside of the United States. Amendment to Real Estate Term Loan and Revolving Credit Agreement On July 29, 2026, the Company, its wholly-owned subsidiary B&R Global Holdings, Inc., and certain other wholly-owned subsidiaries and affiliates of the Company, as borrowers, and certain material subsidiaries of the Company, as guarantors, entered into a Joinder and Amendment No. 7 (the “Seventh Amendment”) to the Third Amended and Restated Credit Agreement, dated as of March 31, 2022, as previously amended (the “Existing Credit Agreement”, and as amended by the Seventh Amendment, the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., TD Bank, N.A. and Fifth Third Bank, N.A., as lenders. In connection with the Seventh Amendment, Wells Fargo Bank, N.A. ceased to be a lender under the Amended Credit Agreement. The Seventh Amendment does not constitute a novation of the obligations under the Existing Credit Agreement, and all existing obligations thereunder continue in full force and effect as obligations under the Amended Credit Agreement. The Seventh Amendment increased the revolving commitments under the Company’s asset-based revolving credit facility from $125.0 million to $140.0 million and refinanced and upsized the Company’s term loans, resulting in term loans with an aggregate outstanding principal balance of $125.0 million immediately following the closing. The revolving commitments mature on July 29, 2031, and the term loans mature on July 29, 2036. Additional information regarding the Seventh Amendment is included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2026.
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