Imperial Sugar Company, together with its subsidiaries, processes and markets refined cane sugar in the North American Free Trade Agreement (NAFTA) region. It refines, packages, and distributes granulated, powdered, liquid, and brown sugars, as well as co-crystallized sweeteners and syrups under the Dixie Crystals, Imperial, Savannah Gold, NatureWise, and Holly brand names, as well as under private labels. The company also markets organic and fair trade sweeteners and sugar/stevia sweetener blends. Imperial Sugar Company markets its products directly, as well as indirectly through wholesalers and distributors to retailers, restaurant chains, and industrial customers, principally food manufac...
8016 Highway 90-A
PO Box 9
Sugar Land, TX 77487-0009
Founded in 1843
Imperial Sugar Co. Enters into a Promissory Note and Credit Agreement with Louis Dreyfus Commodities LLC; Announces Board Changes; Amends its Certificate of Formation and the Bylaws
Jun 21 12
On June 20, 2012, in connection with the closing of the Offer, the amount of borrowings outstanding under the Second Amended and Restated Loan and Security Agreement, dated as of May 18, 2011, among Imperial Sugar Co. and certain of its subsidiaries as Borrowers or as
Guarantors, certain financial institutions as Lenders and Bank of America, N.A., as agent as amended by the First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of December 29, 2011 were repaid and the Credit Facility was terminated. To provide funds for the repayment of the outstanding borrowings under the Credit Facility and to replace that facility, the company entered into a Promissory Note and Credit Agreement with Louis Dreyfus Commodities LLC dated as of June 20, 2012. The LDC Agreement provides for unsecured revolving
credit loans up to $100 million, for working capital and general business needs. Advances under the LDC Agreement are due on demand, with interest payable quarterly at LIBOR plus 2.0%. The LDC Agreement contains no covenants, includes customary events of default, and obligates LDC to advance funds absent an event having a material adverse effect on the company.
On June 20, 2012, in accordance with the Merger Agreement and the company's bylaws, prior to the Offer Acceptance Time James J. Gaffney, David C. Moran, John C. Sheptor and Gaylord O. Coan resigned from the Board of Directors of the company, effective as of the offer acceptance time, the size of the Board of Directors was increased to 9 and the members of the Board appointed Paul Akroyd, Robert G. Eckert, Michael Andrew Gorrell, H. Thomas Hayden Jr., Jan-Mikeal M rn and David S. Rossen to the Board as directors of the company to fill the vacancies on the Board, in each case effective as of the Offer Acceptance Time. In addition, in each case effective upon the Offer Acceptance Time: Gaylord O. Coan resigned his position on the Audit Committee of the Board, and the Board appointed Robert G. Eckert to fill the vacancy on that
committee; James J. Gaffney, David C. Moran and Gaylord O. Coan resigned their positions on the Executive Compensation Committee of the Board, and the Board appointed Robert G. Eckert, H. Thomas Hayden Jr. and Jan-Mikeal M rn to fill the vacancies on that committee; James J. Gaffney resigned his position on the Nominating and Corporate Governance Committee of the Board, and the Board appointed Jan-Mikeal Morn to fill
the vacancy on that committee; and David C. Moran resigned his position on the Operational Safety Committee of the Board, and the Board appointed H. Thomas Hayden Jr. to fill the vacancy on that committee. On June 21, 2012, in accordance with the Merger Agreement and the company's bylaws, Ronald C. Kesselman, John E. Stokely, John K. Sweeney resigned from the Board, effective as of the Effective Time. Messrs. Akroyd, Eckert, Gorrell, Hayden, M rn and Rossen served as directors of Merger Sub, and in accordance with Merger Agreement, following the Effective Time, shall continue to serve as directors on the Board, effective as of the effective time.
On June 21, 2012, in connection with the completion of the Merger, the Certificate of Formation and the Bylaws of the company were each amended in accordance with the terms of the Merger Agreement.