Green Mountain Coffee Roasters to acquire Van Houtte for $900 million

first_imgGreen Mountain Coffee Roasters, Inc (NASDAQ: GMCR) announced today that it has executed a Share Purchase Agreement pursuant to which GMCR will acquire all the outstanding shares of LJVH Holdings, Inc. (’Van Houtte’), from an affiliate of Littlejohn & Co, LLC, a private equity firm headquartered in Greenwich, CT, for a cash purchase price of CAD$915 million or USD$890 million based on the exchange rate as of September 13, 2010, subject to adjustment. The transaction is subject to customary closing conditions, including certain regulatory approvals, and is expected to close by the end of calendar year 2010.‘We have had a strong and mutually beneficial relationship with Van Houtte since 2001 when they first became a Keurig licensee and we’re confident that the company and its well known Canadian brands including Van Houtte®, Brûlerie St. Denis®, Les Cafés Orient Express Coffee® and Brûlerie Mont Royal® are great additions to GMCR and our family of specialty coffee brands,’ said Lawrence J. Blanford, president and Chief Executive Officer of GMCR. ‘We believe that Van Houtte, in combination with our Green Mountain Coffee, Tully’s, Timothy’s and Diedrich’s brands, will contribute to our future success in Canada and throughout North America.’Headquartered in Montreal, Quebec, Van Houtte is a leading gourmet coffee brand in Canada in the home and office channels. Van Houtte roasts and markets gourmet coffee for home and office consumption and distributes it through its direct-to-store delivery and coffee services networks in Canada and the U.S. Van Houtte’s last twelve month’s net sales were CAD $445 million as of August 21, 2010, or approximately USD $433 million based on the exchange rate as of September 13, 2010. Van Houtte produces specialty coffee, tea and other beverages in a variety of packaged forms including K-Cup® portion packs for the Keurig® Single-Cup Brewing System sold under the Van Houtte®, Bigelow® and Wolfgang Puck® K-Cup brands. Van Houtte employs approximately 1,700 people in Canada and the U.S.‘This acquisition will enhance GMCR’s Canadian presence and is expected to strengthen our North American geographic expansion with a well-known Canadian brand platform that includes roasting, manufacturing and distribution capabilities,’ Blanford continued. ‘We have great admiration for Van Houtte’s leadership team and are pleased that its current president and CEO, Gerard Geoffrion has agreed to continue to lead the Van Houtte business in Canada following the close of the acquisition.’‘As a result of our long-term relationship as a Keurig licensee, we know there is a strong cultural and strategic fit between GMCR and Van Houtte,’ said Gerard Geoffrion, Van Houtte president and CEO. ‘We believe the combination of our brands, employees and our respective geographic strengths makes for a stronger overall company and will enable us to continue to grow our presence in Canada.’GMCR intends to finance the acquisition through a combination of cash on hand and USD $1.35 billion of new debt financing comprised of (i) a USD $750 million 5-year senior secured revolving credit facility, (ii) a USD $250 million 5-year senior secured term loan A facility, and (iii) a USD $350 million 6-year senior secured term loan B facility. These facilities will be utilized to finance this acquisition and transaction expenses, as well as to refinance GMCR’s existing outstanding indebtedness and support our ongoing growth. The Company has secured a financing commitment for the transaction from BofA Merrill Lynch and SunTrust Robinson Humphrey, Inc.GMCR anticipates that the acquisition will be neutral to slightly dilutive to its earnings per share in the first twelve months after closing and accretive thereafter.Subsequent to the closing of the transaction, GMCR anticipates conducting a strategic review of Van Houtte’s U.S. Coffee Services business (“Filterfresh”) in contemplation of a potential divestiture of Filterfresh given GMCR’s current sales and marketing structure and its existing network of independent Keurig authorized distributors throughout the U.S. The proceeds from any divestiture would be used to reduce GMCR’s outstanding indebtedness.BofA Merrill Lynch and CIBC are serving as financial advisors and Ropes & Gray LLP and Goodmans LLP as legal advisors to GMCR for this acquisition. UBS Securities and Moelis & Company are serving as financial advisors and Stikeman Elliott LLP, Morrison Cohen LLP and Gibsun, Dunn & Crutcher LLP as legal advisors to Littlejohn.Investment Community Teleconference and WebcastGMCR executives will be discussing this transaction and responding to questions from the investment community on a live conference call and webcast to be held on Tuesday, September 14, 2010 at 8:30 AM (Eastern). To access the call, please dial (719) 325-2100 using access code 5347154. To ensure your participation in the teleconference please dial-in to the conference center at least five minutes before the scheduled start time as a limited number of dial-in lines will be made available. The teleconference also will be webcast live from the Events & Presentations portion of the Investor Relations section of the Company’s website at http://investor.gmcr.com/events.cfm(link is external).An audio replay of this conference call will be available starting at approximately 12:00 PM (Eastern) on Tuesday, September 14, 2010 and for a period of time thereafter. To access the audio replay, please dial (719) 457-0820 using access code 5347154. A webcast replay also will be available via the Events & Presentations portion of the Investor Relations section of the Company’s website at http://investor.gmcr.com/events.cfm(link is external).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 Tully’s Coffee®, Green Mountain Coffee®, Newman’s Own® Organics coffee, Timothy’s World Coffee® and Diedrich®, Coffee People® and Gloria Jeans®, a trademark licensed to the Company for use in North America and owned by Gloria Jeans Coffees International Pty. Ltd. 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 roasters, including Green Mountain Coffee, Tully’s, Timothy’s and Diedrich. GMCR supports local and global communities by offsetting 100% of its direct greenhouse gas emissions, investing in Fair Trade Certifiedâ ¢ coffee, and donating at least five percent of its pre-tax profits to social and environmental projects. Visit www.gmcr.com(link is external) for more information.GMCR routinely posts information that may be of importance to investors in the Investor Relations section of its web site, including news releases and its complete financial statements, as filed with the SEC. GMCR encourages investors to consult this section of its web site regularly for important information and news. Additionally, by subscribing to GMCR’s automatic email news release delivery, individuals can receive news directly from GMCR as it is released.GMCR-CGMCR Forward-Looking StatementsCertain statements contained herein 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 forward-looking statements contain these identifying words. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those stated here. 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, the Company’s success in efficiently expanding operations and capacity to meet growth, the Company’s success in efficiently and effectively integrating Tully’s, Timothy’s, Diedrich’s and Van Houtte’s wholesale operations and capacity into its Specialty Coffee business unit, the Company’s success in introducing and producing new product offerings, the ability of lenders to honor their commitments under the Company’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 Company experiencing product liability, product recall and higher than anticipated rates of warranty expense or sales returns associated with a product quality or safety issue, the impact of the loss of major customers for the Company or reduction in the volume of purchases by major customers, delays in the timing of adding new locations with existing customers, the Company’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 the Company’s filings with the SEC. Forward-looking statements reflect management’s analysis as of the date of this press release. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases.Source: WATERBURY, Vt.–(BUSINESS WIRE)–Green Mountain Coffee Roasters, Inc. 9.14.2010last_img read more

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RBS agrees ‘final deficit contributions’ for £45bn scheme

first_imgRoyal Bank of Scotland’s office in London Royal Bank of Scotland (RBS) has agreed to pay up to £3.5bn (€4bn) to its UK pension scheme to plug the deficit and allow the fund to operate on a self-sufficient basis.The changes to £45bn defined benefit (DB) scheme would also allow the company to pay dividends or otherwise distribute cash to shareholders for the first time since before it was bailed out by the UK government.“Subject to normal market conditions, the trustee and RBS’s central expectation is that no further deficit contributions to the main scheme will be required,” the bank said in a statement today.The scheme, in turn, would run a lower-risk long-term investment strategy by gradually reducing its exposure to listed equities and “increasing its exposure to assets that give a greater certainty over cash flows, while continuing to develop its comprehensive interest rate and inflation hedging strategy”. “The outcome,” added RBS, “will be an investment portfolio that targets a lower, more stable return, increasing security for members and posing less risk to the RBS Group.”Under the agreement reached with the trustees, RBS will pay £2bn in the second half of this year. It will also pay up to £1.5bn in aggregate from 2020 in the event that it distributes cash to shareholders. This could include ordinary dividends, special dividends or share buybacks.RBS said it intended to pay the scheme “an amount equal to each such distribution”, subject to an annual cap on contributions of £500m and until the £1.5bn had been paid.The UK’s Pensions Regulator has repeatedly called for employers to strike a balance between the money distributed to shareholders through dividends and contributions made to reduce DB scheme deficits.As at 31 December 2015, the pension fund, which has been closed to new members for more than 10 years, had a deficit of £5.9bn. The bank made a £4.2bn contribution to the fund in March 2016, which was estimated to have bumped up the funding ratio to 99% as at the end of 2016, according to the fund’s latest annual report.Ewen Stevenson, chief financial officer of Royal Bank of Scotland, said: “With these proposed payments, together with the one-off contribution into the fund in Q1 2016 we will have substantially addressed the historical funding weakness that existed in the fund and brought clarity to future funding arrangements.“For our shareholders, this [agreement] represents a further important milestone towards the resumption of capital distributions.”Ring-fencing decisionThe new funding contributions were agreed with trustees in a deal intended to pave the way for a restructuring required under UK law and to constitute the settlement required for the latest triennial valuation.This was brought forward from the end of December 2018 given that discussions between the employer and the trustees were already underway in connection with the restructuring required under ring-fencing legislation for UK banks.This, according to RBS, would entail a loss of employer covenant because certain RBS entities currently supporting the DB scheme would cease to do so.RBS decided that its main DB scheme would be sponsored by its ring-fenced business, which does not include the investment banking arm. By the end of March next year, the investment bank Royal Bank of Scotland plc – to be renamed NatWest Markets – and another entity would no longer be participating employers in the main DB pension fund and their liabilities would have been assigned to National Westminster Bank, RBS said.Employees within these entities would be transferred to new sections of the RBS group pension fund that would sit outside the ring-fenced bank. Earlier this year Barclays was criticised for its plan to link its DB fund to its investment banking arm.last_img read more

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Return of Nicolette Serratore evens out distribution on Syracuse front line

first_imgSilvi Uattara, Nicolette Serratore and Monika Salkute have commanded the front line for Syracuse this season. The trio leads the Orange in kills, but the dynamic was different a season ago.Serratore missed all of last year with a foot injury, altering the Orange’s front-line plans. With her absence, Uattara had to shoulder a heavier load and led SU in both kills and digs last season — notching 100 more kills than any other player on the team.However, in her return, Serratore has led Syracuse in kills for most of the season and is now five behind Salkute’s 222.“It’s really exciting,” Uattara said. “… We have one more experienced player back. We didn’t have to use another freshman.”Head coach Leonid Yelin said it was very important to get one of his best defensive players back in Serratore, who in addition to her kills production, is second on the team in digs with 202. The Orange’s 14.86 digs per set is up more than one compared to last season.AdvertisementThis is placeholder text“You’re talking about a senior coming back,” Yelin said. “… It’s leadership, experience, it means everything.”Gosia Wlaszczuk, who Yelin has called the “quarterback” of the team, couldn’t wait to have her “other Silvi back,” referring to Serratore. Uattara’s average kills per set has dropped to 2.73 and she is on pace for 300 fewer attempts than last season. But Serratore said it wasn’t about about taking attempts away from Uattara.Wlaszczuk said that she’s constantly looking at the hit distribution chart and speaking with Yelin, making sure that she is feeding all of the hitters equally and finding the hitter with the hot hand.“It makes it easier when you have five people who are ready to finish,” Wlaszczuk said. “I’m just glad that all of my hitters are playing at a high level and I know I can play with whoever I want to.”With Serratore back and the addition of freshman Santita Ebangwese, the team has averaged over a kill and a half more than last season per set.While Uattara said she felt great last season as the leader up front, Serratore felt like in 2014, there was a lot of pressure on Uattara.“It’s really hard to maintain such a high level of play for all the games,” Serratore said. “Now I’m back … (and) it’s less about taking attempts away from Silvi, but it’s just allowing (Gosia) to have more options.”Both Uattara and Yelin said they never worried about fatigue or injury last season because of her increased workload. However, this season Yelin said Uattara has dealt with occasional back issues.She’s been able to push through games to round out a Syracuse front line featuring a quartet of seniors.“They expect even more than I expect from them,” Yelin said. Comments Facebook Twitter Google+ Published on October 27, 2015 at 10:06 pm Contact Jack: [email protected]last_img read more

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