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 6, 2010
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-3390 04-2260388
(State or other jurisdiction of Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
9000 W. 67th Street, Shawnee Mission, Kansas 66202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 676-8800
Not Applicable
(Former name or former address, if changed since last report.)
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 6, 2010, Seaboard Corporation completed the acquisition of a
50 percent non-controlling interest in Butterball, LLC ("Butterball") for a
cash purchase price of $177.5 million. Butterball is a vertically
integrated producer, processor and marketer of branded turkeys, turkey meat
and parts. The other 50 percent interest in Butterball continues to be
owned by Maxwell Farms, LLC, a North Carolina limited liability company
("Maxwell"). In connection with the purchase, Butterball acquired the live
turkey growing and related assets of an affiliate of Maxwell and of
Murphy-Brown LLC ("Murphy Brown") (a subsidiary of Smithfield Foods, Inc.,
which previously owned a 49 percent interest in Butterball). Butterball
previously purchased turkeys from the Maxwell affiliate and Murphy Brown
for processing.
In connection with the purchase, Seaboard provided Butterball with a $100
million unsecured subordinated loan (the "Subordinated Loan") in accordance
with the terms previously disclosed. In connection with providing the
Subordinated Loan, Seaboard received detachable warrants, which upon
exercise for a nominal exercise price, enables Seaboard to acquire an
additional five percent of the equity of Butterball, subject to Butterball
having the right to repurchase the warrant for fair market value. The
warrant agreement essentially provides Seaboard with a 52.5 percent
economic interest as these warrants are in-substance an additional equity
interest. However, all significant corporate governance matters would
continue to be shared equally between Seaboard and Maxwell even if the
warrants are exercised by Seaboard, unless Seaboard already owns a majority
of the voting rights at the time of exercise.
Butterball also obtained a $300 million senior secured credit loan ("Senior
Credit Loan"") comprised of a term loan facility of $150 million and a
revolving credit facility of $150 million, with a five year term. Seaboard
previously disclosed that it had committed to provide this financing if
third party financing could not be obtained.
The foregoing is a summary and does not purport to be a complete
description of all terms and conditions of the Purchase Agreement and the
other agreements entered into in connection with the acquisition.
On December 6, 2010, Seaboard issued a press release announcing the
acquisition of the interest in Butterball, LLC. The full text of this
press release is included as Exhibit 99.1 to this Current Report on Form 8-
K and is incorporated herein by reference.
Also on December 6, 2010, Registrant issued a press release announcing a
declaration of dividend. The full text of this press release is included as
Exhibit 99.2 to this Current Report on Form 8-K.
Forward-Looking Statements
This current report on Form 8-K may contain forward-looking statements
under the Private Securities Litigation Reform Act of 1995. There are a
number of important factors that could cause actual events to differ
materially from those suggested or indicated by such forward-looking
statements, and you should not place undue reliance on any such
forward-looking statements, including those regarding the Butterball joint
venture and the anticipated benefits of the venture. Forward-looking
statements, if made, are based on current intent, beliefs, plans and
expectations, and involve risks and uncertainties that could cause actual
future results, performance or developments to differ materially from those
described in or implied by such forward-looking statements, including risks
related to operating the joint venture going forward, and the failure to
realize anticipates synergies or operational efficiencies from the joint
venture. The company cautions investors not to place undue reliance on any
forward-looking statements, and encourages investors to review risk factors
contained in Seaboard Corporation's most recent Securities and Exchange
Commission reports, including its annual report on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K, press releases and
other communications. We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results over time.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Seaboard hereby furnishes the following exhibit pursuant to Item 8.01:
99.1 Press release of Seaboard Corporation dated December 6, 2010
announcing the agreement to purchase an interest in Butterball, LLC.
99.2 Press release of Seaboard Corporation dated December 6, 2010
announcing a declaration of dividend.
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SIGNATURE
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 6, 2010
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Senior Vice President,
Chief Financial Officer
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