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Published on 10/30/2019 in the Prospect News Distressed Debt Daily.

Norpac sale to Oregon Potato approved free and clear of liens, claims

By Caroline Salls

Pittsburgh, Oct. 30 – Norpac Foods, Inc. obtained court approval to sell its assets to Oregon Potato Co. on Tuesday, one day after Oregon Potato said it would terminate its asset purchase agreement with the company, according to an order filed with the U.S. Bankruptcy Court for the District of Oregon.

Oregon Potato, the stalking horse bidder for the Norpac assets, agreed to pay $149.5 million for the assets, plus the value of accounts receivable, plus an adjustment for an increase in the value of inventory, less the amount due to growers at the closing of the 2019 crop.

As previously reported, Oregon Potato said in its termination notice that it “was not satisfied with the results of its due diligence investigation and was therefore electing not to proceed with the asset purchase transaction.”

No other bids were received, and the auction was cancelled last week.

Tuesday’s order said “OPC would not have entered into the APA and would not consummate the sale transaction (i) if the transfer of the assets were not free and clear of all liens and claims; or (ii) if OPC would, or in the future could, be liable for the liens or claims.”

As a result, the order approved the sale of the assets to Oregon Potato free and clear of all liens and claims.

According to the filing, Norpac’s primary secured creditor, CoBank, told the court that it consents to the sale transaction free and clear of its liens and claims a long as the proceeds are distributed in accordance with this sale order.

Salem, Ore.-based Norpac Foods is a grower-owned cooperative focused on processing frozen vegetables and fruit. The company filed bankruptcy on Aug. 22 under Chapter 11 case number 19-62584.


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