Item 8.01 Other Events.
As previously disclosed and reported in the Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission (the "SEC") on February 17,
2021 by Tractor Supply Company (the "Company"), on February 17, 2021, the
Company announced an agreement to acquire all of the outstanding equity
interests of Orscheln Farm and Home, LLC ("Orscheln"), a retailer with 167
stores in 11 states (the "Transaction").
In accordance with the notification requirements under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on March 10,
2021, the Company and Orscheln filed with the U.S. Department of Justice and the
U.S. Federal Trade Commission ("FTC") their respective prior notifications and
reports regarding the Transaction. On April 9, 2021, the Company issued a press
release announcing that the Company and Orscheln had each received a request for
additional information and documentary materials (collectively, the "Second
Request") from the FTC in connection with the FTC's review of the Transaction. A
copy of the press release is attached hereto as Exhibit 99.1. The effect of the
Second Request is to extend the waiting period imposed under the HSR Act until
30 days after the Company and Orscheln have each substantially complied with the
Second Request, unless the waiting period is voluntarily extended by the parties
or terminated earlier by the FTC.
The Company and Orscheln have been working cooperatively with the FTC as it
reviews the Transaction and will continue to do so.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that are not historical
facts but rather forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are usually
identified by or are associated with such words as "intend," "plan," "believe,"
"estimate," "expect," "anticipate" and/or the negatives or variations of these
terms or similar terminology. Such forward-looking statements include those that
address activities, events or developments that the Company or its management
believes or anticipates may occur in the future, including the closing of the
Transaction and the benefits expected therefrom, including anticipated tax
benefits, earnings enhancements and synergies. All forward-looking statements
are based upon the Company's current expectations, various assumptions, and data
available from third parties. The Company's expectations and assumptions are
expressed in good faith, and the Company believes there is a reasonable basis
for them. However, there can be no assurance that such forward-looking
statements will materialize or prove to be correct as forward-looking statements
are inherently subject to known and unknown risks, uncertainties and other
factors which may cause actual future results, performance or achievements to
differ materially from the future results, performance or achievements expressed
in or implied by such forward-looking statements. Numerous risks, uncertainties
and other factors may cause actual results to differ materially from those set
out in the forward-looking statements, including: the possibility that the
Transaction will not close or that the closing may be delayed; the possibility
that we may be unable to obtain regulatory approval for the Transaction; the
possibility that the FTC could condition the closing of the Transaction on the
divestiture of certain Orscheln or Company assets; the potential for litigation
or governmental investigations relating to the Transaction; the occurrence of
events, changes or circumstances that could give rise to the termination of the
Purchase Agreement; the risk that we may be unable to successfully integrate the
acquired business; the risk that we may not realize the benefits expected from
the Transaction; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement of the
Transaction; the risk that the funds required to complete the Transaction become
unavailable; completing the Transaction may distract the Company's management
from other important matters; and the other factors discussed in "Risk Factors"
in the Company's Annual Report on Form 10-K for the fiscal year ended December
26, 2020, and in the Company's other filings with the SEC, which are available
at http://sec.gov. The Company undertakes no obligation to update publicly or
revise any forward-looking statements in light of new information or future
events. For any forward-looking statements contained in this or any other
document, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and the Company assumes no obligation to update any such statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release of Tractor Supply Company dated April 9, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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