District Court Affirms Nash Finch Convertible Note Conversion Rate Adjustment
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Nash Finch Company (Nasdaq: NAFC), a leading national food
distributor, announced today that the Hennepin County District Court
issued an order holding that Nash Finch properly adjusted the conversion
rate on its Senior Subordinated Convertible Notes due 2035 ("Notes”)
after the Company increased the amount of dividends it paid to its
shareholders. Noting that "Nash Finch’s
interpretation of the Conversion Rate adjustment provision is consistent
with the Offering Memorandum and the reasonable expectation of the
sophisticated investor,” the Court ordered the
Trustee of the Notes to execute the Supplemental Indenture which cured
any ambiguity regarding the calculation of the conversion rate
adjustments following the Company’s increase
in quarterly dividends. The Court also dissolved the Temporary
Restraining Order, finding that the execution of the Supplemental
Indenture obviated any default noticed by the investors.
In September, 2007, Nash Finch received a purported notice of default
from certain hedge funds who are beneficial owners purporting to hold at
least 25% of the aggregate principal amount of the Notes. The hedge
funds alleged in the notice that Nash Finch was in breach of Section
4.08(a)(5) of the Indenture which provides for an adjustment of the
conversion rate on the Notes in the event of an increase in the amount
of certain cash dividends paid to holders of Nash Finch's common stock.
In response, Nash Finch filed a petition asking the Hennepin County
District Court to determine that Nash Finch properly adjusted the
conversion rate on its Notes and to direct the Trustee to execute the
Supplemental Indenture. The Court earlier granted Nash Finch’s
request for a Temporary Restraining Order that prevented the hedge funds
from declaring a default while the litigation was pending. In its ruling
today, the Court granted Nash Finch’s Petition
in all respects.
"Today’s court
ruling makes clear that we properly calculated the conversion
adjustments to the convertible notes when we increased the amount of
dividends we pay to our shareholders,” said
Alec Covington, President and Chief Executive Officer of Nash Finch. "We
are pleased that the Court upheld our original conversion rates, and
that the hedge funds attempt to achieve a financial gain beyond what
they were due was not successful.” About Nash Finch
Nash Finch is a Fortune 1000 company and one of the leading food
distribution companies in the United States. Nash Finch's core business,
food distribution, serves independent retailers and military
commissaries in 31 states, the District of Columbia, Europe, Cuba,
Puerto Rico, the Azores and Egypt. The Company also owns and operates a
base of retail stores, primarily supermarkets under the Econofoods(R),
Family Thrift Center(R) and Sun Mart(R) trade names. Further information
is available on the Company's website, www.nashfinch.com.