This excerpt taken from the GMCR 8-K filed Nov 13, 2009.
Item 1.01 Entry into a Material Definitive Agreement.
On November 13, 2009, a wholly owned subsidiary of Green Mountain Coffee Roasters, Inc. (the Company) entered into a share purchase agreement (the Purchase Agreement) pursuant to which it acquired the wholesale coffee and beverages business of Timothys Coffee of the World, Inc. (Timothys). Under the terms of the Purchase Agreement by and among the Company, Timothys Acquisition Corporation (Buyer Subsidiary), Timothys and World Coffee Group S.á r.l. (Seller), the Buyer Subsidiary acquired all of the issued and outstanding stock of Timothys from the Seller for an aggregate cash purchase price of approximately $157 million, in U.S. dollars, subject to adjustment. The purchase price was financed by the Company through available cash on hand. The purchase price is subject to a working capital adjustment and certain other true ups to be calculated within 120 days of November 13, 2009. The Purchase Agreement contains customary representations and warranties and covenants. Subject to certain limitations, each party has agreed to indemnify the other for certain breaches of representations, warranties and covenants and other specified matters.
The foregoing does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and which is incorporated herein by reference. A copy of the press release announcing the acquisition is attached as Exhibit 99.1.
Immediately prior to the execution of the Purchase Agreement, the Timothys retail business and assets related thereto were purchased by Threecaf Brands Canada, Inc. (TBC), an affiliate of Brueggers Enterprises, Inc. (BEI), pursuant to an asset purchase agreement (the Asset Purchase Agreement) dated as of November 13, 2009 by and among Timothys, TBC, BEI and Bagel Acquisition Corp. (BAC). TBC will continue to operate the Timothys retail business and has entered into transition services, license and supply agreements with the Company governing the business relationship between TBC and Timothys. Under the Asset Purchase Agreement, TBC, BEI and BAC have agreed to indemnify the Company and Timothys from any liabilities arising out Timothys retail leases, franchise agreements and other retail-related matters.
This excerpt taken from the GMCR 8-K filed Sep 16, 2008.
Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2008, Green Mountain Coffee Roasters, Inc. (the Company) entered into an Asset Purchase Agreement with Tullys Coffee Corporation, a Washington corporation (Tullys) and Tullys Bellaccino, LLC, a Washington limited liability company and wholly-owned subsidiary of Tullys (the Purchase Agreement) pursuant to which the Company agrees to acquire the Tullys coffee brand and certain assets related to the Tullys wholesale business for a total purchase price of $40.3 million, paid in cash. The purchase price is subject to an inventory adjustment to be calculated within 120 days of closing. The Tullys retail business will continue to operate under license and supply agreements with the Company, which will be executed in connection with the closing.
The Purchase Agreement contains customary representations, warranties and covenants, and is subject to customary closing conditions, including the approval of the Tullys shareholders. Subject to certain limitations, each party has also agreed to indemnify the other for breaches of representations, warranties and covenants and other specified matters. Under the terms of the Purchase Agreement, $3.5 million of the purchase price will be deposited into escrow at the closing and will be available to satisfy any indemnification claims against Tullys under the Purchase Agreement for a period of up to 12 months.
In connection with the execution of the Purchase Agreement, the Company has entered into a voting agreement with Tom T. OKeefe, the Chairman of the Board of Directors of Tullys, who holds approximately an aggregate of 10% of Tullys outstanding shares on an as-converted to common stock basis and approximately 20% of the Tullys common stock pursuant to which he has agreed to vote his shares in favor of the adoption and approval of the Purchase Agreement at the Tullys shareholder meeting.
The Company intends to finance the consideration paid pursuant to the Purchase Agreement through its existing $225 million senior revolving credit facility.
A copy of press release announcing the transaction is attached as Exhibit 99.1.
This excerpt taken from the GMCR 8-K filed Jun 20, 2006.
Item 1.01 Entry into a Material Definitive Agreement
On June 15, 2006, the Company entered into a revolving credit facility with a consortium of banks (the 2006 Revolving Credit Facility). The 2006 Revolving Credit Facility consists of a $125 million revolving credit facility expiring in June 2011. The Companys previously existing credit facility was paid in full and cancelled upon consummation of the 2006 Revolving Credit Facility. The 2006 Revolving Credit Facility contains customary financial and non-financial covenants and is guaranteed by Keurig, Incorporated, our subsidiary. The 2006 Revolving Credit Facility is secured by a first priority lien on substantially all of the assets of the Company and our subsidiary. Borrowings under the 2006 Revolving Credit Facility bear interest at Base Rate plus an applicable margin not to exceed 100 basis points.