Bumble Bee Foods, the largest North American brand of packaged seafood, filed for bankruptcy protection Thursday amid criminal fines and civil lawsuits stemming from a federal price-fixing case. The canned-tuna purveyor has plans for its assets to be acquired by FCF Co. for about $925 million.
Bumble Bee sought creditor protection under Chapter 11 in court in Wilmington, Del., listing assets and liabilities of as much as $1 billion each, according to court papers. The San Diego company has arranged an $80-million term loan from its current lenders and a $200-million revolving credit facility to keep operating while in bankruptcy, the documents showed.
Bumble Bee, owned by London private equity firm Lion Capital, pleaded guilty in 2017 to conspiring with rivals StarKist Co. and Chicken of the Sea Inc. to fix and raise prices of shelf-stable tuna in the United States from as early as 2011 through at least the the end of 2013.
The company flagged its financial distress at the time of sentencing, arguing that the $81.5-million fine initially levied could push it into insolvency. The U.S. Justice Department agreed, cutting the amount to $25 million and giving Bumble Bee an installment plan over several years that required no more than $2 million upfront.
Of that fine, $17 million remains outstanding, according to the company’s bankruptcy filing. In addition, Bumble Bee faces at least three class-actions lawsuits that are still pending, as well as eight legal claims from grocers, distributors and others.
About 50 years ago, tuna was San Diego’s third-largest industry, with about 40,000 workers who caught, canned and marketed the product. Today, a vast majority of the industry is located elsewhere.
But Bumble Bee’s headquarters remained. The company is a major player in the industry with 41% of the U.S. market for canned albacore and a 13% share of canned “light meat” tuna sales. U.S. and Canada sales totaled $933 million last year, according to bankruptcy records.
Although the canned tuna business has challenges — including younger people’s lack of interest in eating the fish — Bumble Bee is still “an iconic brand,” said Daniel Guyder, a bankruptcy lawyer at Allen & Overy in New York. He said the sale provides “a real opportunity for someone to come in and put many of Bumble Bee’s historic issues in the rear-view mirror.”
A “Section 363 sale” in a bankruptcy, such as that planned by FCF, allows assets to be sold unencumbered from most existing liabilities, including certain pre-bankruptcy fines, Guyder said.
But the company selling itself must still run a competitive sale process to ensure that the results are fair and reflect the best value for the assets in the market, he said.
FCF’s offer will serve as the leading bid for Bumble Bee in bankruptcy while the court supervises an auction process that is expected to close in 60 to 90 days, according to Bumble Bee.
Bumble Bee’s Canadian affiliate, Connors Bros. Clover Leaf Seafoods Co., will also seek to reorganize under Canadian insolvency law, the company said.
Bumble Bee has about 500 employees globally, including 168 workers at its corporate offices in San Diego and New Jersey, according to bankruptcy records. The company expects to continue operating its business as usual and retain nearly all of its workers.
In 2018, Bumble Bee’s former chief executive, Christopher Lischewski, pleaded not guilty to criminal charges related to the price-fixing investigation, and his trial in California federal court began Nov. 4. The hearings have featured testimony from cooperating witnesses that include executives from Bumble Bee and its competitors.
StarKist pleaded guilty to the price-fixing charges in 2018. Chicken of the Sea, owned by Thai Union Group, received conditional leniency from the Justice Department for its cooperation with the investigation and didn’t face criminal charges or fines.
Ronalds-Hannon writes for Bloomberg. San Diego Union-Tribune staff writer Mike Freeman contributed to this report.