Seneca Foods Corp Enters and Terminates Agreements

TL;DR

Seneca Foods signed and axed a deal on 12/23. Details TBD.

AI Summary

Seneca Foods Corporation entered into a material definitive agreement on December 23, 2024, related to its financial obligations. The company also terminated a material definitive agreement on the same date. Specific details regarding the nature of these agreements and their financial implications were not fully disclosed in this filing.

Why It Matters

This filing indicates significant changes in Seneca Foods' contractual and financial arrangements, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement suggests potential disruptions or changes in business strategy that could carry financial risks.

Key Players & Entities

• Seneca Foods Corporation (company) — Filer
• December 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.25 — hich Registered Common Stock Class A, $0.25 Par SENEA NASDAQ Global Select Mark
• $450 million — nior revolving credit facility of up to $450 million that is seasonally adjusted to a maximu
• $400 million — is seasonally adjusted to a maximum of $400 million (the "2024 Credit Facility"). The Loan
• $30,000,000 — the commitments then in effect and (ii) $30,000,000. Obligations under the Loan Agreement

Filing Documents

• senea20241212_8k.htm (8-K) — 38KB
• ex_761073.htm (EX-10.1) — 957KB
• 0001437749-24-038531.txt ( ) — 1349KB
• senea-20241223.xsd (EX-101.SCH) — 4KB
• senea-20241223_def.xml (EX-101.DEF) — 13KB
• senea-20241223_lab.xml (EX-101.LAB) — 17KB
• senea-20241223_pre.xml (EX-101.PRE) — 13KB
• senea20241212_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On December 23, 2024 (the "Closing Date"), Seneca Foods Corporation (the "Parent") and its subsidiaries, Seneca Snack Company and Green Valley Foods, LLC (together with Parent, the "Borrowers"), Marion Foods, Inc., Portland Food Products Company and Gray & Company (the "Guarantors" and together with the Borrowers, the "Company") entered into a Loan and Security Agreement (the "Loan Agreement") by and among the Borrowers, the Guarantors, Wells Fargo Bank, National Association (when acting for itself, "Wells Fargo"), as agent thereunder (when acting in such capacity, the "Agent"), and various financial institutions (including Wells Fargo) which are parties thereto as lenders (collectively, the "Lenders"), pursuant to which, among other things, the Lenders established for the benefit of the Borrowers, a senior revolving credit facility of up to $450 million that is seasonally adjusted to a maximum of $400 million (the "2024 Credit Facility"). The Loan Agreement replaced the Fourth Amended and Restated Loan and Security Agreement, dated as of March 24, 2021 (as the same has been amended from time to time prior to the Closing Date, the "Prior Loan Agreement") by and among the Company, the lenders party thereto, Bank of America, N.A. as agent, issuing bank, and syndication agent, and BofA Securities, Inc. as lead arranger. Borrowings under the Loan Agreement may be used to satisfy existing indebtedness, to pay fees and transaction expenses associated with the closing of the 2024 Credit Facility, to pay obligations in accordance with the Loan Agreement, to make permitted acquisitions and for working capital and other lawful corporate purposes of the Company, including, but not limited to, the making of capital expenditures and distributions, all in accordance with the terms of the Loan Agreement. Availability under the 2024 Credit Facility is based on eligible accounts receivable and inventory, less (i) reserves est

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement In connection with the matters described under Item 1.01, which description is incorporated herein by reference, as of the Closing Date, the Prior Loan Agreement was terminated. The Borrowers did not incur any early prepayment or early termination penalties in connection with the closing of the transactions contemplated by the Loan Agreement. The above description of the Prior Loan Agreement is qualified in its entirety by the terms of the following: (i) Fourth Amended and Restated Loan and Security Agreement dated as of March 24, 2021 by and among Seneca Foods Corporation, Seneca Foods, LLC, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders, Bank of America, N.A., as agent, issuing bank, and syndication agent, and BofA Securities, Inc. as lead arranger, which was previously filed as Exhibit 10.1 to the Parent's Current Report on Form 8-K dated March 26, 2021, (ii) First Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of September 14, 2022, which was previously filed as Exhibit 10.1 to the Parent's Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2022, filed with the SEC on November 9, 2022, (iii) Second Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of May 23, 2023, which was previously filed as Exhibit 10.3 to the Parent's Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 13, 2024, (iv) Third Amendment to Fourth Amended and Restated Loan and Security Agreement dated as of March 8, 2024, which was previously filed as Exhibit 10.4 to the Parent's Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 13, 2024, each of which is incorporated herein by reference.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation The information set forth in Item 1.01 is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit 10.1 Loan and Security Agreement dated as of December 23, 2024 by and among Seneca Foods Corporation, Seneca Snack Company, Green Valley Foods, LLC and certain other subsidiaries of Seneca Foods Corporation, the financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as agent, issuing bank, and lead arranger (filed herewith) Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 30, 2024 SENECA FOODS CORPORATION By: /s/ Michael S. Wolcott Name: Michael S. Wolcott Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR