Daily News: November 22, 2019

WFCF, Brookfield Agent $280MM DIP Financing for Bumble Bee


Bumble Bee Foods has entered into an asset purchase agreement with affiliates of FCF, which has agreed to acquire the company’s assets for approximately $925 million.

To facilitate the sale, the company has initiated proceedings under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware.

Bumble Bee has received new financing commitments from its existing lenders that will provide sufficient liquidity to fund the business through the closing of the sale.

According to documents filed with the court, the DIP financing consists of two separate facilities:

  • A new money multiple draw term loan of up to $80 million provided by the prepetition term loan lenders of which $40 million will be
    available upon entry of the interim order and the closing of the term loan DIP facility
  • A new asset-based revolving credit facility in an amount not to exceed $200 million together with the term loan DIP facility, provided by the prepetition ABL lenders and collectively with the term loan DIP lenders, that provides up to $160 million of availability to the U.S. ABL borrower, subject to a borrowing base limitation based on the U.S. ABL borrower’s eligible accounts receivable, reserves, and subject to a substantially similar borrowing base with regard to the Canadian ABL borrower’ assets.

Wells Fargo Capital Finance is serving as administrative agent for the ABL loan with Bank of America and as co-lead arranger, with MUFG Union Bank as syndication agent. Brookfield Principal Credit is serving as DIP term loan administrative agent.

“It’s been a challenging time for our company but today’s actions allow us to move forward with minimal disruption to our day-to-day operations,” said Jan Tharp, president and CEO for Bumble Bee. “We have an experienced leadership team in place and plan to transform our business in bold and innovative ways that will build a legacy worthy of our proud 120-year-old history.”

Bumble Bee intends to file a bid procedures and sale motion along with the purchase agreement promptly. FCF will serve as the “stalking horse” purchaser for the sale process. Its bid will be subject to a court-supervised auction process designed to achieve the highest or otherwise best offer for the company’s business. Tharp said she anticipates that the transaction will move swiftly and close within 60-90 days.

As part of the sale transaction, Bumble Bee’s Canadian affiliate, Connors Bros. Clover Leaf Seafoods, will be initiating proceedings under the Companies’ Creditors Arrangement Act (CCAA). As part of the CCAA, CBCLS intends to seek approval of the appointment of Alvarez & Marsal Canada as the monitor to oversee the CCAA proceedings.

“It is our clear intent that all U.S. and Canadian operations continue uninterrupted. Employees will get paid, our customer partners can count on us to continue delivering outstanding brands and services, and vendors will be paid in the ordinary course of business,” added Tharp.

Bumble Bee is a health and wellness focused company with a full line of high-quality seafood and specialty protein products marketed under brands including Bumble Bee, Brunswick, Snow’s, Wild Selections and Beach Cliff.

CBCLS is Canada’s leading supplier of shelf-stable seafood, producing and marketing its products under several brands, including Clover Leaf, Brunswick and Wild Selections. CBCLS’s international business distributes products under the Brunswick Bumble Bee and Beach Cliff brands to more than 40 markets and countries, including Barbados, Jamaica, and Trinidad & Tobago