Country Fresh Takes Additional Steps to Reorganize in Advance of Proposed Sale

THE WOODLANDS, Texas — Country Fresh Holding LP (“Country Fresh” or the “Company”) announced today that its Canadian subsidiaries, Sun Rich Fresh Foods Inc., Tiffany Gate Foods Inc. and TGF Acquisition Parent Ltd. have filed for protection under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) pursuant to an Order (the “Initial Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court”).

The CCAA filing follows an earlier filing by the Company’s U.S. affiliates under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. The U.S. and Canadian proceedings will operate as parallel main proceedings, with the common goal of facilitating a Court-supervised solicitation and sales process in respect of the assets of the Company (the “Sales Process”).

“It is our goal to position our customers, suppliers, employees and other stakeholders for success,” said Bill Andersen, Country Fresh President and CEO. “The filing in Canada is the next step in our reorganization plan and continues the process we initiated in Texas to move the planned sale forward. This restructuring signifies the beginning of the next chapter for Country Fresh and we are looking forward to the bright future ahead.”

The Company has also announced that it has entered into a binding stalking horse asset purchase agreement with certain affiliates of global private equity firm, Stellex Capital Management, subject to potential overbids obtained pursuant to the Sales Process. The Company intends for the Sales Process and resulting transaction to close within 60 days.

Pursuant to the Initial Order of the Canadian Court, an initial 10-day stay of proceedings has been issued in Canada, subject to further extensions by the Canadian Court. Ernst & Young Inc. has been appointed as Monitor in the Canadian proceedings (in such capacity, the “Monitor”).

The Company has ensured that sufficient funding is in place for its manufacturing and distribution facilities in the U.S. and Canada to continue operating in the ordinary course during the Court-ordered stay of proceedings, as the Company delivers meal kits, cut fresh fruit and vegetable trays, and containers to a wide range of retailers and foodservice customers across the United States and Canada while the Sales Process remains ongoing.

A copy of the Initial Order and more information about the Canadian CCAA proceedings will be available on the Monitor’s website at: www.ey.com/ca/freshfoodcanada.

The Monitor can also be contacted as follows:
by email: [email protected]
by telephone: 1-888-338-1767 or 416-943-3023

Additional information regarding Country Fresh’s Chapter 11 filing is available at https://dm.epiq11.com/countryfresh.

Media Contact:
April Lynch, Lynchpin Strategic Communications
(713) 922-1895
[email protected]

About Country Fresh
Country Fresh, LLC and its subsidiaries provide full-service, fresh food solutions for retail, foodservice, club, and convenience stores. Country Fresh’s extensive product line includes cut fruit and vegetables, side dishes, fresh snacking products, parfaits, foodservice cut fruit and fruit salads, deli salads, pasta kits, meal kits, salad kits, sauces and dressings, and soup and stew kits available through private labeling or its Freshly Crafted brand. The company’s continuous investments in R&D, innovative cooking technologies, and convenience-focused packaging design enables the company to deliver exciting fresh food products that align with customers’ healthy, active lifestyles and preferences through its seven American and three Canadian facilities.

Country Fresh enables retail partners to quickly respond to consumer tastes and trends through three business units: Country Fresh, a leading supplier of fresh-cut fruit, apple slices, vegetables, and fresh snacking solutions; Sun Rich, a provider of made-to-order fresh fruit for foodservice businesses; and Tiffany Gate, a manufacturer of freshly prepared foods for the largest retail and foodservice companies in North America.

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