GREEN MOUNTAIN COFFEE ROASTERS INC

Transcription

1 GREEN MOUNTAIN COFFEE ROASTERS INC FORM 8-K (Current report filing) Filed 05/11/10 for the Period Ending 05/11/10 Address 33 COFFEE LANE WATERBURY, VT Telephone CIK Symbol GMCR SIC Code Miscellaneous Food Preparations And Kindred Industry Food Processing Sector Consumer/Non-Cyclical Fiscal Year 09/29 Copyright 2010, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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 11, 2010 GREEN MOUNTAIN COFFEE ROASTERS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) 33 Coffee Lane, Waterbury, Vermont (Address of principal executive offices) (Zip Code) (802) (Registrant s telephone number, including area code) (IRS Employer Identification No.) 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item On May 11, 2010, Green Mountain Coffee Roasters, Inc., a Delaware corporation (the Company ), entered into Amendment No. 3 (the Amendment ) to its Amended and Restated Revolving Credit Agreement (the Credit Agreement ), dated as of December 3, 2007, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, the other lenders from time to time party thereto, Banc of America Securities, LLC, as sole lead arranger and sole book manager and the other agents named therein. The Amendment provides for (a) a new term loan in an aggregate amount of $140,000,000, to be amortized at the rate of 10% annually (the Term Loan ), (b) a new increase option for the revolving credit facility in an aggregate amount of up to $100,000,000 and (c) increases in each of the general basket for investments, the general basket for unsecured permitted indebtedness and the amount of permitted indebtedness on account of capital leases and purchase money obligations. Borrowings under the Term Loan bear interest either at LIBOR plus 250 basis points annually or at Base plus 150 basis points annually, at the Company s option. Proceeds of the Term Loan were used to pay a portion of the purchase price for the acquisition of Diedrich Coffee, Inc., a Delaware corporation ( Diedrich Coffee ). All borrowings under the Credit Agreement, including the outstanding balance under the Term Loan, are due on December 3, The Credit Agreement contains customary financial and non-financial covenants. The Credit Agreement also contains events of default that include, among others, failure to make payments when due, violation of certain covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events and cross defaults to certain other agreements. The occurrence of an event of default could result in the acceleration of the Company s obligations under the Credit Agreement, including the Term Loan, and an increase to the applicable interest rate. Item Entry into a Material Definitive Agreement. Completion of Acquisition or Disposition of Assets. On May 11, 2010, the Company also completed its acquisition of Diedrich Coffee pursuant to the previously announced Agreement and Plan of Merger, dated as of December 7, 2009 (the Merger Agreement ), by and among the Company, Pebbles Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ( Purchaser ), and Diedrich Coffee. Prior to the acquisition, Diedrich Coffee had a licensed roaster relationship with the Company through the non-exclusive license agreement between Diedrich Coffee and Keurig, Incorporated, one of the Company s wholly-owned subsidiaries. Pursuant to the acquisition, Diedrich Coffee has become a wholly-owned subsidiary of the Company. The acquisition was structured as a two-step transaction, consisting of the following: (a) first, a cash tender offer by Purchaser for all issued and outstanding shares of Diedrich Coffee common stock, $0.01 par value per share (the Shares ), at a purchase price of $35.00 per Share, net to the sellers in cash, without interest thereon, upon the terms, and subject to the conditions, of the Offer to Purchase, dated as of December 11, 2009, and the related Letter of Transmittal, each as initially filed by the Company and Purchaser with the Securities and Exchange Commission on December 11, 2009 and as amended and supplemented from time to time (the Offer ); and (b) second, a merger of Purchaser with and into Diedrich Coffee, with Diedrich Coffee surviving as a wholly-owned subsidiary of the Company (the Merger ).

4 The Offer expired at 12:00 midnight (one minute after 11:59 p.m.) New York City, New York time on May 10, Computershare Trust Company, N.A., the depositary for the Offer, advised the Company and Purchaser that approximately 5,446,334 Shares were validly tendered and not properly withdrawn pursuant to the Offer, which represented approximately 95.06% of all outstanding Shares as of the Offer s expiration date. On May 11, 2010, Purchaser accepted for payment all Shares that were validly tendered and not properly withdrawn, and payment for such Shares was made in accordance with the Offer s terms. The Merger was completed upon the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on May 11, As permitted under Delaware law, the Company completed the Merger as a short form merger, which did not require a vote or meeting of the Diedrich Coffee stockholders. In the Merger, each Share not previously purchased in the Offer (other than any Shares held by Diedrich Coffee, the Company, Purchaser or any of the Company s other controlled subsidiaries, and any Shares as to which appraisal rights had been perfected) was canceled and converted into the right to receive consideration equal to $35.00 per Share, net to the holder in cash, without interest thereon. The Company s acquisition of Diedrich Coffee was valued at approximately $300 million. The Company funded the acquisition with its available cash balances and its existing credit facility, as increased by the Amendment to the Credit Agreement. The Company issued a press release on May 11, 2010 announcing the completion of the Offer and the Merger, the complete text of which press release is filed as Exhibit 99.1 hereto and incorporated by reference herein. The description of the Merger Agreement in this Current Report on Form 8-K is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein. Item The information under Item 1.01 is incorporated herein by reference. Item (a) Financial Statements of Businesses Acquired. The financial statements required by this Item 9.01(a) will be filed by amendment by no later than 71 calendar days after the date on which this Current Report on Form 8-K was due for filing. (b) Pro Forma Financial Information. The pro forma financial information required by this Item 9.01(b) will be filed by amendment by no later than 71 calendar days after the date on which this Current Report on Form 8-K was due for filing. (d) Exhibits. No. Description Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Financial Statements and Exhibits. 2.1 Agreement and Plan of Merger, dated as of December 7, 2009, by and among Green Mountain Coffee Roasters, Inc., Pebbles Acquisition Sub, Inc. and Diedrich Coffee, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 8, 2009) 99.1 Press Release dated May 11, 2010

5 SIGNATURES 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 hereunto duly authorized. GREEN MOUNTAIN COFFEE ROASTERS, INC. Date: May 11, 2010 By: /s/ Frances G. Rathke Name: Frances G. Rathke Title: Chief Financial Officer

6 No. Description EXHIBIT INDEX 2.1 Agreement and Plan of Merger, dated as of December 7, 2009, by and among Green Mountain Coffee Roasters, Inc., Pebbles Acquisition Sub, Inc. and Diedrich Coffee, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 8, 2009) 99.1 Press Release dated May 11, 2010

7 GREEN MOUNTAIN COFFEE ROASTERS, INC. ACQUIRES DIEDRICH COFFEE, INC. Exhibit 99.1 GMCR Contact Information: Media: Joele Frank / Dan Katcher Joele Frank, Wilkinson Brimmer Katcher Diedrich Investors: Okapi Partners LLC Bruce Goldfarb / Pat McHugh or GMCR Investors: Investor.Services@GMCR.com Waterbury, Vt (May 11, 2010) Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) ( GMCR ) today announced that it has acquired Diedrich Coffee, Inc. (NASDAQ: DDRX) ( Diedrich Coffee ) for $35 per share of common stock in cash, pursuant to a cash tender offer and a short form merger, in a transaction with a total value of approximately $300 million. GMCR s tender offer for all outstanding shares of Diedrich Coffee common stock expired at midnight, Eastern Time, on Monday, May 10, As of the tender offer s expiration time, approximately 5,446,334 shares had been tendered and not properly withdrawn pursuant to the tender offer, which represented approximately 95.06% of the outstanding shares as of the tender offer s expiration date. GMCR and the wholly owned subsidiary through which it conducted the tender offer, Pebbles Acquisition Sub, Inc. ( Purchaser ), accepted for payment all shares that were validly tendered and not properly withdrawn, and paid for these shares in accordance with the tender offer s terms. Subsequent to the tender offer, GMCR effected the merger of Purchaser with and into Diedrich Coffee, with Diedrich Coffee being the surviving corporation, on May 11, As a result of the merger, Diedrich Coffee has become a wholly owned subsidiary of GMCR. Lawrence J. Blanford, President and Chief Executive Officer of GMCR, said, We are pleased to welcome Diedrich Coffee to the GMCR family. We believe this combination provides significant growth opportunities and further advances GMCR s objective of becoming a leader in the coffee and coffeemaker businesses. Blanford continued, By taking the next logical step beyond our already successful licensing agreement with Diedrich Coffee, we are bringing in house three strong, complementary brand platforms Diedrich, Gloria Jean s and Coffee People and augmenting the growing GMCR beverage brand portfolio. In addition, we are gaining manufacturing and distribution facilities in California, which will enable us to more effectively reach consumers in this region.

8 Diedrich Coffee specializes in sourcing, roasting and selling the world s highest quality coffees. The company markets its three leading brands of specialty coffees, Diedrich Coffee, Coffee People and Gloria Jean s Coffees, through office coffee service distributors, restaurants and specialty retailers, and via the company s web stores. Diedrich Coffee will be integrated into GMCR s Specialty Coffee business unit. The combined company will operate manufacturing and distribution facilities in Waterbury and Essex, Vermont; Castroville, California; Knoxville, Tennessee; Sumner, Washington; and Toronto, Ontario Canada. As previously announced, GMCR anticipates that this transaction will be neutral to slightly accretive within the first twelve months following the close, excluding one-time transaction expenses, and accretive thereafter. GMCR also announced that it has amended its Amended and Restated Revolving Credit Agreement to provide for a new term loan for $140 million, a new uncommitted revolver increase option of up to $100 million and increases in the permitted amounts of certain forms of indebtedness and investments. In connection with the closing, GMCR executed the $140 million new term loan to pay for a portion of the Diedrich Coffee acquisition purchase price. As of the close of trading on May 11, 2010, Diedrich Coffee s common stock will no longer be traded on the NASDAQ Stock Exchange. BofA Merrill Lynch is serving as financial advisor to GMCR on this transaction and Ropes & Gray LLP is serving as its legal advisor. About Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR) As a leader in the specialty coffee industry, Green Mountain Coffee Roasters, Inc. is recognized for its award-winning coffees, innovative brewing technology, and socially responsible business practices. GMCR s operations are managed through two business units. The Specialty Coffee business unit produces coffee, tea and hot cocoa from its family of brands, including Green Mountain Coffee, Newman s Own Organics coffee, Tully s Coffee and Timothy s World Coffee. The Keurig business unit is a pioneer and leading manufacturer of gourmet single-cup brewing systems. K-Cup portion packs for Keurig Single-Cup Brewers are produced by a variety of licensed roasters and brands, including Green Mountain Coffee, Tully s Coffee and Timothy s. GMCR supports local and global communities by offsetting 100% of its direct greenhouse gas emissions, investing in Fair Trade Certified coffee, and donating at least five percent of its pre-tax profits to social and environmental projects. Visit for more information. GMCR routinely posts information that may be of importance to investors in the Investor Services section of its website, including news releases and its complete financial statements, as filed with the SEC. The Company encourages investors to consult this section of its website regularly for important information and news. Additionally, by subscribing to the Company s automatic news release delivery, individuals can receive news directly from GMCR as it is released. About Diedrich Coffee, Inc. (NASDAQ: DDRX) Diedrich Coffee specializes in sourcing, roasting and selling the world s highest quality coffees. The company markets its three leading brands of specialty coffees, Diedrich Coffee, Coffee People and Gloria Jean s Coffees, through office coffee service distributors, restaurants and specialty retailers, and via the company s web stores. Diedrich Coffee is one of the few roasters under license to produce K-Cups for Keurig Incorporated s top-selling single-cup brewing system. For more information about Diedrich Coffee, call , or go to or

9 Forward-looking statements Certain statements contained herein, including GMCR s intention to complete the proposed acquisition, are not based on historical fact and are forward-looking statements within the meaning of the applicable securities laws and regulations. Generally, these statements can be identified by the use of words such as anticipate, believe, could, estimate, expect, feel, forecast, intend, may, plan, potential, project, should, would and similar expressions intended to identify forward-looking statements, although not all forwardlooking statements contain these identifying words. Owing to the uncertainties inherent in forward-looking statements, actual events or results could differ materially from those stated herein. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the impact on sales and profitability of consumer sentiment in this difficult economic environment, GMCR s success in efficiently expanding operations and capacity to meet growth, GMCR s success in efficiently and effectively integrating Tully s and Timothy s wholesale operations and capacity into its Specialty Coffee business unit, GMCR s success in introducing and producing new product offerings, the ability of lenders to honor their commitments under GMCR s credit facility, competition and other business conditions in the coffee industry and food industry in general, fluctuations in availability and cost of high-quality green coffee, any other increases in costs including fuel, Keurig s ability to continue to grow and build profits with its roaster partners in the At Home and Away from Home businesses, the impact of the loss of major customers for GMCR or reduction in the volume of purchases by major customers, delays in the timing of adding new locations with existing customers, GMCR s level of success in continuing to attract new customers, sales mix variances, weather and special or unusual events, as well as other risks described more fully in GMCR s filings with the U.S. Securities and Exchange Commission (the SEC ). Forward-looking statements reflect management s expectations as of the date of this press release, and are subject to certain risks and uncertainties. GMCR does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases.