UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2012
MICHAEL FOODS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-173400 | 20-0344222 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
301 Carlson Parkway, Suite 400
Minnetonka, Minnesota 55305
(Address of principal executive offices including zip code)
(952) 258-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On December 11, 2012, Michael Foods Group, Inc. (the “Company”) issued a press release announcing that its indirect parent company, Michael Foods Holding, Inc., a Delaware corporation (the “Parent”), has priced a private offering of $275 million aggregate principal amount of 8.500% / 9.250% senior notes due 2018 (the “Notes”), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The offering is expected to close on Tuesday, December 18, 2012, subject to customary closing conditions. The Parent intends to use the net proceeds from the sale of the Notes, together with cash on hand, to pay cash dividends on, and/or make other payments in respect of, the Parent’s equity interests. A copy of the press release issued by the Company is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following material is filed as an exhibit to this Current Report on Form 8-K:
Exhibit | Description of Exhibit | |
| 99.1 | Press release issued by the Company on December 11, 2012. |
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 thereunto duly authorized.
Date: December 11, 2012
| MICHAEL FOODS GROUP, INC. | ||
| By: | /s/ James E. Dwyer, Jr. | |
| Name: James E. Dwyer, Jr. | ||
| Title: Chief Executive Officer and President | ||
EXHIBIT INDEX
Exhibit Number | Description of Exhibit | |
| 99.1 | Press release issued by the Company on December 11, 2012 |