UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATIONCalavo Growers Inc • August 21st, 2024 • Agricultural services
On August 15, 2024, Calavo Growers, Inc., a California corporation (the “Company”), the Seller Parties (as defined in the Asset Purchase Agreement (as defined below)), F&S Produce Co., Inc., a New Jersey corporation and a co-packing partner of the Company (“F&S”) and F&S Produce West LLC, a Delaware limited liability company and a wholly-owned subsidiary of F&S (“Buyer”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), whereby the Buyer (i) purchased and acquired from the applicable Seller Parties certain assets of the Seller Parties related to the prepared food business of the Seller Parties and their subsidiaries relating to the processing and packaging of fresh foods, including fresh-cut fruit and vegetables, and prepared foods, including sandwiches, salads, parfaits and ready-to-eat snack items, sold at retail and food service, but excluding the guacamole or other avocado derivative product business (the “RFG Business”), (ii) purchased and acquired from t
ASSET PURCHASE AGREEMENT by and among CALAVO GROWERS, INC., THE OTHER SELLER PARTIES IDENTIFIED HEREIN, F & S PRODUCE CO., INC. and F&S PRODUCE WEST LLC August 15, 2024Asset Purchase Agreement • August 21st, 2024 • Calavo Growers Inc • Agricultural services • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 15, 2024, by and among F & S Produce Co., Inc., a New Jersey corporation (“F&S”), and F&S Produce West LLC, a Delaware limited liability company and a wholly-owned subsidiary of F&S (“Buyer”), on the one hand, and Calavo Growers, Inc., a California corporation (“Seller”), and the other parties identified as “Seller Parties” on the signature pages hereto (together with Seller, each a “Seller Party” and collectively, the “Seller Parties”), on the other hand. F&S, Buyer and the Seller Parties are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.” Other capitalized terms used in this Agreement and not otherwise defined are defined in Article 1.
PURCHASE AND SALE AGREEMENT by and between FORCE 1730 EASTRIDGE LLC, a California limited liability company, as Seller and MID-EASTERN WEST LLC a California limited liability company, as Buyer Property Address: 1730 Eastridge Avenue, Riverside, CA...Purchase and Sale Agreement • August 21st, 2024 • Calavo Growers Inc • Agricultural services • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 15, 2024, by and among F & S Produce Co., Inc., a New Jersey corporation (“F&S”), and F&S Produce West LLC, a Delaware limited liability company and a wholly-owned subsidiary of F&S (“Buyer”), on the one hand, and Calavo Growers, Inc., a California corporation (“Seller”), and the other parties identified as “Seller Parties” on the signature pages hereto (together with Seller, each a “Seller Party” and collectively, the “Seller Parties”), on the other hand. F&S, Buyer and the Seller Parties are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.” Other capitalized terms used in this Agreement and not otherwise defined are defined in Article 1.
FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • August 21st, 2024 • Calavo Growers Inc • Agricultural services • California
This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of August 15, 2024, is entered into by and among CALAVO GROWERS, INC., a California corporation (“Calavo”), RENAISSANCE FOOD GROUP, LLC, a Delaware limited liability company (“RFG”), HAWAIIAN SWEET, INC., a California corporation (“Hawaiian Sweet”), GH FOODS CA, LLC, a California limited liability company (“GHF”), GHSW, LLC, a Texas limited liability company (“GHSW”), GHGA, LLC, a Delaware limited liability company (“GHGA”), GHNW, LLC, a Delaware limited liability company (“GHNW”, and together with Calavo, RFG, Hawaiian Sweet, GHF, GHSW, and GHGA, each, a “Borrower” and collectively, the “Borrowers”), the other Loan Parties party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and We
