Michael Foods Group, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG MFI HOLDING CORPORATION, ACQUISITION SUB, INC., POST HOLDINGS, INC., AND GS CAPITAL PARTNERS VI FUND, L.P. Dated as of April 16, 2014 (April 17th, 2014)
This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of April 16, 2014, is by and among (i) Post Holdings, Inc., a Missouri corporation (Parent), (ii) Acquisition Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (Merger Sub), (iii) MFI Holding Corporation, a Delaware corporation (the Company), and (iv) GS Capital Partners VI Fund, L.P., solely as representative for the Stockholders and Optionholders (the Representative).
Michael Foods Group, Inc. – Amendment No. 1 to the Amended and Restated Credit Agreement (March 22nd, 2013)
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), dated as of December 7, 2012, made by and among MICHAEL FOODS GROUP, INC. (f/k/a M-FOODS HOLDINGS, INC.), a Delaware corporation (the Borrower), MFI MIDCO CORPORATION, a Delaware corporation (Holdings), each of the undersigned banks, financial institutions and other institutional lenders party hereto as Lenders (as defined below), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the Administrative Agent), amends that certain Amended and Restated Credit Agreement, dated as of February 25, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the Credit Agreement), made by and among the Borrower, Holdings, the banks, financial institutions and other institutional lenders from time to time party thereto as lenders (the Lenders), and the Administrative Agent. Capitalized terms used herein and not otherwise