8-K
UNIVERSAL CORP /VA/ false 0000102037 0000102037 2020-10-01 2020-10-01

 

 

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): October 1, 2020

 

 

UNIVERSAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Virginia   001-00652   54-0414210

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

9201 Forest Hill Avenue, Richmond, Virginia 23235

(Address of Principal Executive Offices) (Zip Code)

(804) 359-9311

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading

Symbol:

 

Name of exchange

on which registered:

Common Stock, no par value   UVV   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 


Item 7.01

Regulation FD Disclosure

On October 1, 2020, Universal Corporation (the “Company”) issued a press release regarding its acquisition of 100% of the capital stock of Silva International, Inc. (“Silva”). A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “assume,” “estimate,” “expect,” “target” “project,” “predict,” “intend,” “plan,” “believe,” “potential,” “may,” “should,” “would” and similar expressions may identify forward looking information. Forward-looking information in these materials includes, but is not limited to: the acquisition of Silva; the expected closing of the Silva acquisition; and contributions to future earnings. The Company cautions readers that any statements contained herein regarding financial condition, results of operation, and future business plans, operations, opportunities, and prospects for its performance are forward-looking statements based upon management’s current knowledge and assumptions about future events, and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, impacts of the ongoing COVID-19 pandemic, product purchased not meeting quality and quantity requirements; reliance on a few large customers; its ability to maintain effective information technology systems and safeguard confidential information; anticipated levels of demand for and supply of its products and services; costs incurred in providing these products and services; timing of shipments to customers; changes in market structure; government regulation; product taxation; industry consolidation and evolution; changes in exchange rates and interest rates; impacts of regulation and litigation on its customers; industry-specific risks related to its food ingredient business; exposure to certain regulatory and financial risks related to climate change; changes in estimates and assumptions underlying its critical accounting policies; the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations; and general economic, political, market, and weather conditions. Actual results, therefore, could vary from those expected. A further list and description of these risks, uncertainties, and other factors can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, and in other documents the Company files with the Securities and Exchange Commission. This information should be read in conjunction with the Annual Report on Form 10-K for the year ended March 31, 2020 and the Form 10-Q for the most recently ended fiscal quarter. The Company cautions investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and it undertakes no obligation to update any forward-looking statements made.

 

Item 8.01

Other Events

On October 1, 2020, the Company announced that it had completed its previously announced acquisition of Silva pursuant to the Purchase Agreement, dated as of September 8, 2020 (the “Purchase Agreement”), with Silva, the holders of all of the capital stock of Silva and Torsten Steinhaus, as the Seller Representative.

Pursuant to the Purchase Agreement, the Company acquired 100% of the capital stock of Silva for the amount previously announced.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 8, 2020.

 

2


Item 9.01

Exhibits.

 

(d)

Exhibits

 

99.1    Press Release, dated October 1, 2020, issued by Universal Corporation
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

3


SIGNATURES

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.

 

   

UNIVERSAL CORPORATION

(Registrant)

Date: October 1, 2020     By:  

/s/ Preston D. Wigner

      Preston D. Wigner
      Vice President, General Counsel, and Secretary

 

4


EXHIBIT INDEX

 

EXHIBIT

  

DESCRIPTION

99.1    Press Release, dated October 1, 2020, issued by Universal Corporation
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

5

EX-99.1

Exhibit 99.1

 

LOGO

P.O. Box 25099     Richmond, VA 23260     phone: (804) 359-9311     fax (804) 254-3584

 

 

PRESS RELEASE

 

  CONTACT       RELEASE   
  Candace C. Formacek    For Immediate Release
  Phone:    (804) 359-9311      
  Fax:    (804) 254-3584      
  Email:    investor@universalleaf.com                  

Universal Corporation Completes Acquisition of Silva International

Richmond, VA ● October 1, 2020 / PRNEWSWIRE

Universal Corporation (NYSE: UVV) today announced that it has successfully completed its previously announced acquisition of Silva International (“Silva”), a privately-held, natural, specialty dehydrated vegetable, fruit and herb processing company. Universal funded the transaction with a combination of cash on hand and existing borrowing capacity. The acquisition expands Universal’s plant-based ingredients platform and will enable Universal to offer customers a single source for vegetable and fruit ingredients solutions. Silva procures over 60 types of dehydrated vegetables, fruits, and herbs from over 20 countries around the world. In addition to sourcing, Silva specializes in processing natural raw materials into custom designed dehydrated vegetable- and fruit-based ingredients for a variety of end products. Silva employs over 200 people and has a 380,000 square foot manufacturing facility in Momence, Illinois.

Universal Corporation (NYSE:UVV), headquartered in Richmond, Virginia, is a global agri-products supplier, operating in over 30 countries on five continents, that sources, processes, and supplies leaf tobacco and plant-based ingredients. Tobacco has been the Company’s principal focus since its founding in 1918, and Universal is the leading global leaf tobacco supplier. Through the Company’s plant-based ingredients platform, it provides high-quality, specialty vegetable- and fruit-based ingredients to food and beverage end markets. Universal has been finding innovative solutions to serve its customers and meet their agri-product needs for more than 100 years. The Company’s revenues for the fiscal year ended March 31, 2020, were $1.9 billion. Visit universalcorp.com for more information on Universal Corporation and the latest Company news.

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