HF Foods Group Inc. completed its acquisition of Searay Foods Inc. on 2026-08-31, according to the Form 8-K HF Foods Group Inc. filed with the SEC on 2026-09-03. The filing states a price of $47.9 million.
| Acquirer | HF Foods Group Inc. |
|---|---|
| Acquired | Searay Foods Inc. |
| Completed | 2026-08-31 |
| Price stated in the filing | $47.9 million |
| Reported by | HF Foods Group Inc. (HFFG), the buyer |
| Filing | Form 8-K, filed 2026-09-03 |
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What the filing says
On August 31, 2026, HF Foods Group Inc. (the "Company") completed the previously announced acquisition of Searay Foods Inc., a corporation formed under the laws of British Columbia ("Searay Canada") and Morgan Foods Inc., a corporation formed under the laws of British Columbia ("Morgan Foods" and, together with Searay Canada, the "Company Group"), pursuant to the Securities Purchase Agreement, dated as of July 17, 2026 (the "Agreement"), as amended by the Amendment to Securities Purchase Agreement, dated as of August 27, 2026 (the "Amendment"), by and among the Company, HF Acquisition Newco Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the "Buyer"), HF Toro Canada Holdings Inc., a British Columbia limited company ("Searay AcquisitionCo" and, together with the Company and the Buyer, the "Buyer Entities"), the Company Group; the sellers named therein (the "Seller
The price, in the filing's words
In accordance with the terms of the Agreement, the Company acquired 100% of the issued and outstanding equity interests of the Company Group from the Sellers, for an aggregate base purchase price of CAD$47,921,740 (equal to five times the baseline Adjusted EBITDA of CAD$9,556,348, plus CAD$140,000), paid as (i) CAD$38,365,392 in cash and (ii) 1,701,871 shares of the Company's common stock were issued at closing, priced at USD$4.00 per share (the "Shares").
More from the filing
On August 31, 2026, HF Foods Group Inc. (the "Company") completed the previously announced acquisition of Searay Foods Inc., a corporation formed under the laws of British Columbia ("Searay Canada") and Morgan Foods Inc., a corporation formed under the laws of British Columbia ("Morgan Foods" and, together with Searay Canada, the "Company Group"), pursuant to the Securities Purchase Agreement, dated as of July 17, 2026 (the "Agreement"), as amended by the Amendment to Securities Purchase Agreement, dated as of August 27, 2026 (the "Amendment"), by and among the Company, HF Acquisition Newco In
In addition, the Sellers are eligible to receive contingent earnout payments based on achievement of specified EBITDA targets over a two- to three-year period following the closing of the Acquisition (the "Closing").
In connection with the Closing, the parties entered into the Amendment, which, among other things, (i) subordinates the earnout payments to the credit facilities of the Buyer Entities, (ii) provides for simple interest at SOFR plus 2% per annum on any deferred earnout payments, (iii) waives, solely as a closing condition, the requirement to obtain certain third-party consents at or prior to the Closing, (iv) provides for uncapped indemnification by the Sellers for losses arising from the failure to obtain such consents and (v) permits the Buyer Entities to assign their rights under the Agreeme
Quoted from HF Foods Group Inc.'s Form 8-K.
This is the only completed acquisition HF Foods Group Inc. reported under Item 2.01 in the last twelve months.
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Get the free SnapshotWhere this comes from
A public company must file a current report on Form 8-K with the SEC within four business days of completing a significant acquisition or disposition of assets, under Item 2.01 of the report. The acquired company sometimes files one too, when the deal makes it a subsidiary of the buyer.
Every fact on this page is taken from one of those filings and linked to it: which company acquired which, the date the filing gives for completion, and the price when the filing states one in dollars, shown next to the sentence that states it. A filing states what was bought and on what terms; it rarely states why, and neither does this page.