Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 23, 2017 (the “Effective Date”), The Pictsweet Company, a Delaware corporation (“Buyer”), acquired certain of the assets, properties and rights of Fresh Frozen Foods, Inc. (“Fresh Frozen”), a wholly owned subsidiary of Inventure Foods, Inc. (the “Company” or “Inventure Foods”), pursuant to an Asset Purchase Agreement, dated as of March 23, 2017, by and among the Company, Fresh Frozen and Buyer (the “Purchase Agreement”).
In accordance with the Purchase Agreement, Buyer acquired certain of the assets, properties and rights of Fresh Frozen, including Fresh Frozen’s inventory, frozen food processing equipment assets, certain real property and associated plants located in Jefferson, Georgia and Thomasville, Georgia, and other intellectual property. The Fresh Frozen plants processed and packaged IQF vegetables and fruits sold primarily under the Fresh Frozen
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brand. As consideration for the acquisition, Buyer paid the Company $23.7 million in cash.
The Company, Fresh Frozen and Buyer have each made customary representations, warranties and covenants in the Purchase Agreement. The parties have also agreed to provide customary indemnities, which are subject to customary limitations.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by the terms of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The proceeds from the sale of Fresh Frozen’s assets, net of transaction costs, will be used to pay down indebtedness under the Company’s ABL credit facility with Wells Fargo Bank, National Association and the other lenders party thereto, and its term loan facility with BSP Agency, LLC and the other lenders party thereto, as required under such credit facilities.