Lancaster Colony Corp Enters Material Definitive Agreement

Ticker: MZTI · Form: 8-K · Filed: Nov 18, 2024 · CIK: 57515

Sentiment: neutral

Topics: agreement, material-definitive-agreement

Related Tickers: LANC

TL;DR

LANC just signed a big deal, details TBD.

AI Summary

Lancaster Colony Corporation (LANC) announced on November 18, 2024, that it entered into a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant business transaction for Lancaster Colony Corp, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement?

The filing does not specify the nature of the material definitive agreement.

Who is the counterparty to this agreement?

The filing does not disclose the identity of the other party to the agreement.

Are there any financial terms associated with this agreement?

The filing does not provide any financial details or amounts related to the agreement.

When was this agreement entered into?

The agreement was entered into on or before November 18, 2024, as indicated by the report date.

What is the purpose of this filing?

The purpose of this filing is to report the entry into a material definitive agreement, as required by SEC regulations.

Filing Stats: 834 words · 3 min read · ~3 pages · Grade level 13.2 · Accepted 2024-11-18 16:55:11

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 18, 2024, Lancaster Colony Corporation (the "Company"), through its subsidiary Marzetti Manufacturing Company ("Buyer"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Winland Foods, Inc., a Delaware corporation ("Seller"). Pursuant to the Purchase Agreement, at closing, Seller will sell, transfer and deliver to Buyer the sauce and dressing production facility and related real estate located at 1000 Naturally Fresh Boulevard, Atlanta, Georgia (the "Production Facility") along with certain equipment and assets contained in the Production Facility for a purchase price of $75,000,000 in cash, as adjusted pursuant to the Purchase Agreement (the "Transaction"). Buyer intends to pay the purchase price with cash on hand. As part of the transaction, Buyer has agreed to offer to hire employees working at the Production Facility. The Purchase Agreement contains representations and warranties and indemnification rights customary for transactions of this type. The parties have agreed to various customary covenants and agreements, including, among others, an agreement by the Seller to conduct their business in the ordinary course, consistent with past practice, during the period between executing the Purchase Agreement and the closing and not to engage in certain kinds of activities and transactions during this period without Buyer's consent. Consummation of the Transaction is subject to certain customary closing conditions, including the accuracy of each party's representations and warranties and each party's compliance with its covenants and agreements contained in the Purchase Agreement. In addition, the parties have agreed to enter into a co-manufacturing agreement pursuant to which Buyer will manufacture certain products for Seller, which Seller will purchase from Buyer, for a period of up to twelve months following closing of the Transaction as a condition to consummating th

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 18, 2024, the Company issued a press release announcing the Transaction described above. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit Number Description 2.1 * Purchase and Sale Agreement dated November 18, 2024, by and between Marzetti Manufacturing Company and Winland Foods, Inc. 99.1 Press Release dated November 18 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

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. LANCASTER COLONY CORPORATION (Registrant) Date: November 18, 2024 By: /s/ THOMAS K. PIGOTT Thomas K. Pigott Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)

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