UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
Seaboard Corporation (the “Company”) acknowledged today that the Company has received a proposal from entities affiliated with Ellen S. Bresky, the Chairwoman of the Board of Directors, and other members of the Bresky family, including Seaboard Flour LLC, SFC Preferred, LLC, SJB SEB LLC, trusts created for the benefit of members of the Bresky family and The Wally Foundation (collectively, the “Bresky Group”), that the Company repurchase, directly or indirectly, at least $600 million in shares of common stock, $1.00 par value per share, of the Company (“Common Stock”) currently held by the Bresky Group, at a price per share of Common Stock to be mutually agreed (the “Proposal”). The Board of Directors of the Company has formed a special committee (the “Special Committee”) comprised of two independent directors to evaluate the Proposal and any other form of return of capital that may be proposed by the Bresky Group.
The Special Committee has retained Morris, Nichols, Arsht & Tunnell LLP as its legal counsel and intends to retain an independent financial advisor to assist in its review of the Proposal. The Company has separately retained King & Spalding LLP as its legal counsel in this matter.
The Special Committee’s grant of authority provides that no repurchase or alternative proposed capital return transaction involving the Company and the Bresky Group may be consummated without the prior favorable recommendation of the Special Committee.
The Company cautions its shareholders and others considering trading in Common Stock that the Special Committee will carefully review and evaluate the Proposal. The Proposal does not constitute a binding commitment with respect to a repurchase or any other transaction. No agreement, arrangement or understanding between the Company and the Bresky Group relating to any proposed capital return transaction will be created unless definitive documentation is executed and delivered by the appropriate parties. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law.
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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: July 11, 2023 | ||||||||
Seaboard Corporation | ||||||||
(Registrant) | ||||||||
By: | /s/ David H. Rankin | |||||||
David H. Rankin Executive Vice President, Chief Financial Officer | ||||||||
(principal financial officer) |
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