UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Seaboard Corporation
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
811543107
(CUSIP Number)
Ellen S. Bresky
c/o Seaboard Corporation
9000 West 67th Street, 3rd Floor
Merriam, Kansas 66202
(913) 676-8800
With copies to:
Bradley C. Faris, Esq.
Max Schleusener, Esq.
Latham & Watkins LLP
330 N. Wabash, Suite 2800
Chicago, Illinois 60611
(312) 876-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 9, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
| CUSIP
No. 15117V109 |
13D |
Page 1
of 15 pages |
| 1 |
Names of Reporting Persons
Seaboard Flour LLC |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
358,068.69 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
358,068.69 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
358,068.69 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
36.9% |
| 14 |
Type of Reporting Person
OO |
| CUSIP
No. 15117V109 |
13D |
Page 2
of 15 pages |
| 1 |
Names of Reporting Persons
SFC Preferred, LLC |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
346,155.55 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
346,155.55 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
346,155.55 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
35.6% |
| 14 |
Type of Reporting Person
OO |
| CUSIP
No. 15117V109 |
13D |
Page 3
of 15 pages |
| 1 |
Names of Reporting Persons
HAB Grandchildren’s Trust A |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
Massachusetts |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
1,775 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
1,775 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,775 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.2% |
| 14 |
Type of Reporting Person
OO |
| CUSIP
No. 15117V109 |
13D |
Page 4
of 15 pages |
| 1 |
Names of Reporting Persons
HAB Grandchildren’s Trust B |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
Massachusetts |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
1,775 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
1,775 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,775 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.2% |
| 14 |
Type of Reporting Person
OO |
| CUSIP
No. 15117V109 |
13D |
Page 5
of 15 pages |
| 1 |
Names of Reporting Persons
SJB SEB, LLC |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
4,661 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
4,661 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,661 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.5% |
| 14 |
Type of Reporting Person
OO |
| CUSIP
No. 15117V109 |
13D |
Page 6
of 15 pages |
| 1 |
Names of Reporting Persons
Wally Foundation |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
Kansas |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
1,820 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
1,820 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,820 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.2% |
| 14 |
Type of Reporting Person
OO |
| CUSIP
No. 15117V109 |
13D |
Page 7
of 15 pages |
| 1 |
Names of Reporting Persons
SJB Residuary HAB 2011 Trust |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
Kansas |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
1,560 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
1,560 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,560 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.2% |
| 14 |
Type of Reporting Person
OO |
| CUSIP
No. 15117V109 |
13D |
Page 8
of 15 pages |
| 1 |
Names of Reporting Persons
PB 2011 Descendants Trust |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
Massachusetts |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
60 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
60 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
60 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.01% |
| 14 |
Type of Reporting Person
OO |
| CUSIP
No. 15117V109 |
13D |
Page 9
of 15 pages |
| 1 |
Names of Reporting Persons
Paul M. Squires |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
4,661 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
4,661 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,661 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.5% |
| 14 |
Type of Reporting Person
IN |
| CUSIP
No. 15117V109 |
13D |
Page 10
of 15 pages |
| 1 |
Names of Reporting Persons
Ellen S. Bresky |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) x
(b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
PF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
715,875.24 |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
715,875.24 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
715,875.24 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
73.7% |
| 14 |
Type of Reporting Person
IN |
| CUSIP
No. 15117V109 |
13D |
Page 11
of 15 pages |
Explanatory Note
This Amendment No. 6 (this “Amendment
No. 6” or “Schedule 13D”) amends the Schedule 13D originally filed by certain of the Reporting Persons on November 2,
2006 (as amended to date, the “Schedule 13D”), relating to the Common Stock $1.00 Par Value (the “Common Stock”)
of Seaboard Corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the same meanings
ascribed to them in the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by the
following:
The information set forth in Item 6 is hereby incorporated
by reference into Item 4 of this Amendment No. 6.
General
The Reporting Persons acquired the securities described
in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions
the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, but not
limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s
securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities;
and other future developments.
The Reporting Persons may acquire additional securities
of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.
In addition, the Reporting Persons, including Ms. Bresky in her position as a director of the Issuer, may engage in discussions with
management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer
or such persons to consider or explore extraordinary corporate transactions, such as: security offerings and/or stock repurchases by the
Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material
changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board.
To facilitate their consideration of such matters,
the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third
parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements.
The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible
courses of action before forming any intention to pursue any particular plan or direction.
The Reporting Persons are not currently pursuing
and have no intention to pursue, nor have the Reporting Persons had any discussions with the Board regarding, any sale or change of control
transaction involving the Issuer, nor any other similar transaction involving the sale of Common Stock by the Reporting Persons to an
unrelated third party.
Other than as described above, the Reporting Persons
do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of
Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different
plans or proposals with respect thereto at any time.
| CUSIP
No. 15117V109 |
13D |
Page 12
of 15 pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) – (b)
The following sets forth, as of the date of this
Schedule 13D, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the
Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to
dispose or to direct the disposition of, as of the date hereof, based on 1,160,779 shares of Common Stock outstanding as of July 24,
2023, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1,
2023, as adjusted for the repurchase of 189,724 shares of Common Stock by the Issuer on October 9, 2023.
| Reporting Person |
|
Amount
beneficially
owned |
|
|
Percent
of class |
|
|
Sole power
to vote or
to direct
the vote |
|
|
Shared
power to
vote or to
direct the
vote |
|
|
Sole power
to dispose
or to direct
the
disposition |
|
|
Shared
power to
dispose or to
direct the
disposition |
|
| Seaboard Flour LLC |
|
|
358,068.69 |
|
|
|
36.9 |
% |
|
|
0 |
|
|
|
358,068.69 |
|
|
|
0 |
|
|
|
358,068.69 |
|
| SFC Preferred, LLC |
|
|
346,155.55 |
|
|
|
35.6 |
% |
|
|
0 |
|
|
|
346,155.55 |
|
|
|
0 |
|
|
|
346,155.55 |
|
| HAB Grandchildren’s Trust A |
|
|
1,775 |
|
|
|
0.2 |
% |
|
|
0 |
|
|
|
1,775 |
|
|
|
0 |
|
|
|
1,775 |
|
| HAB Grandchildren’s Trust B |
|
|
1,775 |
|
|
|
0.2 |
% |
|
|
0 |
|
|
|
1,775 |
|
|
|
0 |
|
|
|
1,775 |
|
| SJB SEC, LLC |
|
|
4,661 |
|
|
|
0.5 |
% |
|
|
0 |
|
|
|
4,661 |
|
|
|
0 |
|
|
|
4,661 |
|
| Wally Foundation |
|
|
1,820 |
|
|
|
0.2 |
% |
|
|
0 |
|
|
|
1,820 |
|
|
|
0 |
|
|
|
1,820 |
|
| SJB Residuary HAB 2011 Trust |
|
|
1,560 |
|
|
|
0.2 |
% |
|
|
0 |
|
|
|
1,560 |
|
|
|
0 |
|
|
|
1,560 |
|
| PB 2011 Descendants Trust |
|
|
60 |
|
|
|
0.01 |
% |
|
|
0 |
|
|
|
60 |
|
|
|
0 |
|
|
|
60 |
|
| Paul M. Squires |
|
|
4,661 |
|
|
|
0.5 |
% |
|
|
0 |
|
|
|
4,661 |
|
|
|
0 |
|
|
|
4,661 |
|
| Ellen S. Bresky |
|
|
715,875.24 |
|
|
|
73.7 |
% |
|
|
0 |
|
|
|
715,875.24 |
|
|
|
0 |
|
|
|
715,875.24 |
|
(c) Other than as set forth in this Amendment
No. 6, during the past sixty days, no transactions in the Common Stock were effected by the Reporting Persons.
(d) None.
(e) Effective October 9, 2023, Ellen S. Bresky resigned as
business advisor of HAB Grandchildren’s Trust B and PB 2011 Descendants Trust and, as a result, will no longer share the voting
and dispositive power over the shares of Common Stock held by HAB Grandchildren’s Trust B and PB 2011 Descendants Trust as of that
date. As a result, HAB Grandchildren’s Trust B and PB 2011 Descendants Trust will no longer be included as Reporting Persons
on the Schedule 13D.
| CUSIP
No. 15117V109 |
13D |
Page 13
of 15 pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
On October 9, 2023, to
facilitate certain internal family planning and structuring objectives among the Reporting Persons and their affiliates and
equityholders, such persons, including, Seaboard Flour LLC and SFC Preferred, LLC, entered into Stock Repurchase Agreements (the
“Repurchase Agreements”) with the Issuer. Pursuant to the Repurchase Agreements, Seaboard Flour LLC and SFC
Preferred, LLC sold, and the Issuer repurchased, 6,901 and 6,671 shares of Common Stock, respectively, at a purchase price of
$3,162.50 per share, representing a 15.7% discount to the 180-day volume weighted average trading price of the Common Stock as of
October 6, 2023, a 14.9% discount to the 30-day volume weighted average trading price of the Common Stock as of October 6,
2023 and a 13.5% discount to closing price of the Common Stock as of October 6, 2023 (collectively, the
“Repurchases”). The aggregate amount being paid by the Issuer to Seaboard Flour LLC and SFC Preferred, LLC
pursuant to the Repurchase Agreements is $42,921,450, which the Issuer funded by a combination of cash on hand, cash from the sale
of marketable securities and a draw on the Issuer’s existing credit facilities. In connection with the Reporting
Persons’ and their affiliates’ and equityholders’ internal family planning and structuring objectives, immediately
prior to the consummation of the Repurchases, Seaboard Flour LLC and SFC Preferred, LLC distributed 100,856 and 75,296 shares of
Common Stock, respectively, to one of their equityholders in exchange for equity in Seaboard Flour LLC and SFC Preferred, LLC, which
distributed shares of Common Stock were purchased by the Issuer substantially contemporaneously with the consummation of the
Repurchases. The shares described in this paragraph as being repurchased by the Issuer will be retired.
| Item 7. | Materials to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and restated as follows:
| CUSIP
No. 15117V109 |
13D |
Page 14
of 15 pages |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 10,
2023
| |
Seaboard Flour LLC |
| |
|
| |
By: |
/s/
Ellen S. Bresky |
| |
Name: |
Ellen S. Bresky |
| |
Title: |
Manager |
| |
|
|
| |
SFC Preferred, LLC |
| |
|
| |
By: |
/s/
Ellen S. Bresky |
| |
Name: |
Ellen S. Bresky |
| |
Title: |
Manager |
| |
HAB Grandchildren’s Trust A |
| |
|
| |
By: |
/s/
Stephen M. Berman |
| |
|
Stephen M. Berman, not individually, but solely as Trustee |
| |
|
|
| |
HAB Grandchildren’s Trust B |
| |
|
| |
By: |
/s/
Patricia A. Bresky |
| |
|
Patricia A. Bresky, not individually, but solely as Trustee |
| |
|
|
| |
By: |
/s/
Jonathan Graber |
| |
|
Jonathan Graber, not individually, but solely as Trustee |
| |
|
|
| |
By: |
/s/
Ellen S. Bresky |
| |
|
Ellen S. Bresky, not individually, but solely as Business Advisor |
| |
SJB SEB LLC |
| |
|
| |
By: |
/s/
Paul M. Squires |
| |
Name: |
Paul M. Squires |
| |
Title: |
Manager |
| CUSIP
No. 15117V109 |
13D |
Page 15
of 15 pages |
| |
Wally Foundation |
| |
|
| |
By: |
/s/
Ellen S. Bresky |
| |
Name: |
Ellen S. Bresky |
| |
Title: |
President |
| |
SJB Residuary HAB 2011 Trust |
| |
|
| |
By: |
/s/
Ellen S. Bresky |
| |
|
Ellen S. Bresky, not individually, but solely as Co-Trustee |
| |
|
| |
By: |
/s/
Stephen M. Berman |
| |
|
Stephen M. Berman, not individually, but solely as Co-Trustee |
| |
|
|
| |
PB 2011 Descendants Trust |
| |
|
| |
By: |
/s/
Patricia A. Bresky |
| |
|
Patricia A. Bresky, not individually, but solely as Trustee |
| |
|
|
| |
By: |
/s/
Jonathan Graber |
| |
|
Jonathan Graber, not individually, but solely as Trustee |
| |
|
|
| |
By: |
/s/
Ellen S. Bresky |
| |
|
Ellen S. Bresky, not individually, but solely as Business Advisor |
| /s/ Paul M. Squires |
| | Paul M. Squires |
| | |
| | /s/ Ellen S.
Bresky |
| | Ellen S. Bresky |
Exhibit A
Execution Version
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT
(this “Agreement”) is entered into as of October 9, 2023 by and between Seaboard Corporation, a Delaware corporation
(the “Company”), and Seaboard Flour LLC, a Delaware limited liability company (the “Seller”).
Background
A. The
Seller owns and has agreed to transfer, assign, sell, convey and deliver 6,901 shares (the “Repurchase Shares”) of
the Company’s common stock, $1.00 par value per share (“Common Stock”), to the Company on the terms and conditions
set forth in this Agreement;
B. The
Company has agreed to purchase all of the Repurchase Shares at the price and upon the terms and conditions provided in this Agreement
(the “Repurchase”);
C. The
board of directors of the Company (the “Board”) formed a special committee of the Board (the “Special Committee”)
comprised solely of disinterested, independent directors to, among other things, review, evaluate, negotiate, approve or reject the Repurchase,
and the Board further resolved it would not approve any Repurchase without the prior favorable recommendation thereof by the Special Committee;
D. The
Special Committee has received opinions (the “Opinions”) from Kroll, LLC (i) that the consideration to be paid
by the Company in exchange for the Repurchase Shares and shares of Common Stock to be acquired in simultaneous repurchases (x) pursuant
hereto and (y) from SFC Preferred, LLC and REP23 LLC, each a Delaware limited liability company, pursuant to other repurchase agreements
(together with the Repurchase, the “Aggregate Repurchases”) is fair, from a financial point of view, to the Company
and its stockholders (excluding the Bresky Group (for purposes of this Agreement, as defined in such opinion)) and (ii) regarding
certain determinations as to surplus and solvency of the Company in connection with the Aggregate Repurchases; and
E. The
Special Committee has, in reliance on the Opinions and taking into account such other factors as it deemed relevant, approved the Aggregate
Repurchases, the applicable repurchase agreements, and the transactions contemplated thereby.
THEREFORE, in consideration
of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agree as follows:
Agreement
(a) On
the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Seller agrees to transfer,
assign, sell, convey and deliver to the Company the Repurchase Shares. The per share purchase price for each Repurchase Share shall be
$3,162.50 (the “Per Share Purchase Price”). The Company hereby agrees to purchase the Repurchase Shares from the Seller
at the Per Share Purchase Price and in an aggregate amount of $21,824,412.50 (the “Purchase Price”).
(b) The
closing of the sale of the Repurchase Shares (the “Closing”) shall take place by conference call at 9:00 a.m. eastern
time on October 10, 2023, or on such other date and time as the parties agree in writing. In accordance with the wire instructions
set forth on Exhibit A hereto and completed IRS Form W-9 previously provided by the Seller to the Company, payment for
the Repurchase Shares shall be made by wire transfer of immediately available funds to the account specified by the Seller on Exhibit A
in an amount equal to the Purchase Price. Transfer taxes payable in connection with the sale of such Repurchase Shares, if any, shall
be paid by the Seller.
(c) By
executing this Agreement, the Seller hereby instructs and directs the Company, and the officers thereof, to, at the Closing, reflect the
transfer, assignment, sale, conveyance and delivery of the Repurchase Shares and the simultaneous retirement of the Repurchase Shares
by the Company in connection therewith, in all cases contemplated by, and in accordance with, this Agreement. At the Closing (i) in
accordance with the preceding sentence, Seller shall take any and all additional action necessary to cause the Repurchase Shares to be
transferred, assigned, sold, conveyed and delivered to the Company, (ii) the Company shall take any and all action necessary such
that, upon consummation of the Repurchase, the Repurchase Shares shall assume the status of authorized and unissued shares of Common Stock,
and (iii) the Company shall pay to Seller the Purchase Price.
2. Company
Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Seller as of
the date hereof and as of the Closing (except to the extent any such representation and warranty expressly relates to an earlier date
(in which case it shall be true and correct in all material respects as of such earlier date)) that:
(a) The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Assuming the accuracy
of the representation and warranty in Section 3(f) hereof, (i) the Company has the requisite power and authority to execute
and deliver this Agreement and to perform its obligations hereunder, and (ii) all action required to be taken for the due and proper
authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been
duly and validly taken.
(b) Assuming
the accuracy of the representation and warranty in Section 3(f) hereof, this Agreement
has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable
in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or
other laws affecting enforcement of creditors’ rights or by general equitable principles.
3. Representations
of the Seller. In connection with the transactions contemplated hereby, the Seller represents and warrants to the Company as of the
date hereof and as of the Closing (except to the extent any such representation and warranty expressly relates to an earlier date (in
which case it shall be true and correct in all material respects as of such earlier date)) that:
(a) The
Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) All
consents, approvals, authorizations and orders necessary for the execution and delivery by the Seller of this Agreement, and for the sale
and delivery of the Repurchase Shares to be sold by the Seller hereunder, have been obtained; and the Seller has full right, power and
authority to enter into this Agreement, and to sell, assign, transfer and deliver the Repurchase Shares to be sold by the Seller hereunder.
(c) This
Agreement has been duly authorized, executed and delivered by the Seller and constitutes a valid and binding agreement of the Seller,
enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization
or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(d) As
of immediately prior to the Closing, the Seller has valid title to the Repurchase Shares, free and clear of all liens, encumbrances, equities
or adverse claims, and, upon transfer of the Repurchase Shares and payment therefor pursuant hereto, good and valid title to such Repurchase
Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Company.
(e) The
Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable
of evaluating the merits and risks of the Repurchase. The Seller has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the Repurchase and the Repurchase Shares and has had full access to such other information concerning the
Company as it has requested. The Seller has received all information that it believes is necessary or appropriate in connection with the
Repurchase. The Seller is an informed and sophisticated party and has engaged, to the extent the Seller deems appropriate, expert advisors
experienced in the evaluation of transactions of the type contemplated hereby. The Seller acknowledges that neither the Company nor any
person on behalf of the Company has made, and the Seller has not relied upon, any express or implied representations, warranties or statements
of any nature, whether or not in writing or orally, including as to the accuracy and completeness of any information provided by or on
behalf of the Company to the Seller or its representatives, except as expressly set forth for the benefit of the Seller in this Agreement.
(f) The
Seller is, and has been at all times for at least three years prior to the date of this Agreement, and shall continue to be through Closing,
an “interested stockholder” (as such term is defined in Section 203 of the Delaware General Corporation Law) of the Company.
4. Information.
The Seller acknowledges that it knows that the Company and members of the Board and of the Company’s management may have material,
non-public information regarding the Company and its condition (financial and otherwise), results of operations, businesses, properties,
plans (including, without limitation, plans regarding other potential exchanges or purchases of Common Stock, which may be for different
amounts or types of consideration) and prospects (collectively, the “Information”). The Seller acknowledges (a) that
it has been offered, and does not wish to receive, any of the Information, (b) that the Company has not disclosed, and has no obligation
to disclose, the Information to the Seller, and (c) that the Information might be material to the Seller’s decision to sell
the Repurchase Shares or otherwise materially adverse to the Seller’s interests. Accordingly, the Seller acknowledges and agrees
that neither the Company nor any member of the Board or of the Company’s management shall have any obligation to disclose to the
Seller any of the Information. The Seller hereby waives and releases, to the fullest extent permitted by law, any and all claims and causes
of action (whether known or unknown) it has or may have against the Company and its affiliates, controlling persons, officers, directors,
employees, representatives and agents, based upon, relating to or arising out of the nondisclosure of the Information in connection with
the transactions contemplated by the Agreement. The Seller is aware that the Company is relying on the foregoing acknowledgement and waiver
in this Section 4 in connection with the transactions contemplated by this Agreement.
5. Miscellaneous.
(a) Survival
of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(b) Counterparts;
Execution of Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all
of which taken together constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile or other electronic transmission, including by e-mail attachment or PDF document, shall be as effective as delivery of a
manually executed counterpart of this Agreement.
(c) No
Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties hereto and their successors and permitted
assigns, and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to
any person other than the parties to this Agreement and their successors and permitted assigns.
(d) Governing
Law; Arbitration; Jurisdiction. This Agreement and all disputes arising out of or related to this Agreement, whether in contract,
tort or otherwise (each, an “Agreement Dispute”), will be governed by and construed in accordance with, the laws of
the State of Delaware, without regard to any applicable principles of conflicts of law that might require the application of the laws
of any other jurisdiction. Any Agreement Dispute shall be resolved by binding arbitration in Chicago, Illinois, before one arbitrator
independent of the parties (each, an “Arbitration Proceeding”). Such arbitrator shall be selected in accordance with,
and the Arbitration Proceeding shall be administered by JAMS pursuant to, the JAMS Comprehensive Arbitration Rules and Procedures
excluding its optional Arbitration Appeal procedures. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer
experienced in commercial and business affairs. All Arbitration Proceedings will be closed to the public and kept confidential, except
to the extent necessary to (i) seek an injunction in aid of arbitration, (ii) obtain court confirmation of the judgment of the
arbitrator, or (iii) give effect to res judicata and collateral estoppel, in which case, all filings with any court shall be sealed
to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration
Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making
such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of the
arbitrator shall be final and binding and not be subject to appeal. If any party to an Arbitration Proceeding fails to abide by a judgment
rendered in such Arbitration Proceeding, the other party may seek to enforce such judgment in any court of competent jurisdiction. EACH
OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything
contained in this Agreement to the contrary, no party shall have the right to institute any proceedings in any court against the other
party or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted
to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought
and determined exclusively in any Delaware state or federal court.
(e) Mutuality
of Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(f) Amendment
and Waiver. The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Seller
and the Company; provided, in the case of the Company, such amendment, modification or waiver has been approved by the Special Committee
or, if the Special Committee is no longer in existence, by a majority of the members of the Board unaffiliated with the Bresky Group,
or a committee of such directors. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver
of any other provisions of this Agreement, nor shall any waiver constitute a continuing waiver. Moreover, no failure by any party to insist
upon strict performance of any of the provisions of this Agreement or to exercise any right or remedy arising out of a breach thereof
shall constitute a waiver of any other provisions or any other breaches of this Agreement.
(g) Further
Assurances. Each of the Company and the Seller shall execute and deliver such additional documents and instruments and shall take
such further action as may be necessary or appropriate to effectuate fully the provisions of this Agreement.
(h) Expenses.
Each of the Company and the Seller shall bear their own respective expenses in connection with the
drafting, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(i) Entire
Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes
all other prior or contemporaneous agreements and understandings, both written and oral, among or between any of the parties with respect
to the subject matter hereof.
[Signatures appear on following page.]
IN WITNESS WHEREOF, the parties
hereto have executed this Stock Repurchase Agreement as of the date first written above.
| |
Company: | | |
| |
| | |
| |
| | SEABOARD CORPORATION |
| |
| | |
| |
| | By: |
/s/ Robert L. Steer |
| |
| | |
Name: Robert
L. Steer |
| |
| | |
Title: President and Chief Executive Officer |
| |
| | |
| |
Seller: | | |
| |
| | |
| |
| | SEABOARD FLOUR LLC |
| |
| | |
| |
| | By: |
/s/ Ellen S. Bresky |
| |
| | |
Name: |
Ellen S. Bresky |
| |
| | |
Title: |
Manager |
[Signature Page to Stock Repurchase Agreement]
Exhibit B
Execution Version
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT
(this “Agreement”) is entered into as of October 9, 2023 by and between Seaboard Corporation, a Delaware corporation
(the “Company”), and SFC Preferred, LLC, a Delaware limited liability company (the “Seller”).
Background
A. The
Seller owns and has agreed to transfer, assign, sell, convey and deliver 6,671 shares (the “Repurchase Shares”) of
the Company’s common stock, $1.00 par value per share (“Common Stock”), to the Company on the terms and conditions
set forth in this Agreement;
B. The
Company has agreed to purchase all of the Repurchase Shares at the price and upon the terms and conditions provided in this Agreement
(the “Repurchase”);
C. The
board of directors of the Company (the “Board”) formed a special committee of the Board (the “Special Committee”)
comprised solely of disinterested, independent directors to, among other things, review, evaluate, negotiate, approve or reject the Repurchase,
and the Board further resolved it would not approve any Repurchase without the prior favorable recommendation thereof by the Special
Committee;
D. The
Special Committee has received opinions (the “Opinions”) from Kroll, LLC (i) that the consideration to be paid
by the Company in exchange for the Repurchase Shares and shares of Common Stock to be acquired in simultaneous repurchases (x) pursuant
hereto and (y) from Seaboard Flour LLC and REP23 LLC, each a Delaware limited liability company, pursuant to other repurchase agreements
(together with the Repurchase, the “Aggregate Repurchases”) is fair, from a financial point of view, to the Company
and its stockholders (excluding the Bresky Group (for purposes of this Agreement, as defined in such opinion)) and (ii) regarding
certain determinations as to surplus and solvency of the Company in connection with the Aggregate Repurchases; and
E. The
Special Committee has, in reliance on the Opinions and taking into account such other factors as it deemed relevant, approved the Aggregate
Repurchases, the applicable repurchase agreements, and the transactions contemplated thereby.
THEREFORE, in consideration
of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agree as follows:
Agreement
(a) On
the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Seller agrees to transfer,
assign, sell, convey and deliver to the Company the Repurchase Shares. The per share purchase price for each Repurchase Share shall be
$3,162.50 (the “Per Share Purchase Price”). The Company hereby agrees to purchase the Repurchase Shares from the Seller
at the Per Share Purchase Price and in an aggregate amount of $21,097,037.50 (the “Purchase Price”).
(b) The
closing of the sale of the Repurchase Shares (the “Closing”) shall take place by conference call at 9:00 a.m. eastern
time on October 10, 2023, or on such other date and time as the parties agree in writing. In accordance with the wire instructions
set forth on Exhibit A hereto and completed IRS Form W-9 previously provided by the Seller to the Company, payment for
the Repurchase Shares shall be made by wire transfer of immediately available funds to the account specified by the Seller on Exhibit A
in an amount equal to the Purchase Price. Transfer taxes payable in connection with the sale of such Repurchase Shares, if any, shall
be paid by the Seller.
(c) By
executing this Agreement, the Seller hereby instructs and directs the Company, and the officers thereof, to, at the Closing, reflect
the transfer, assignment, sale, conveyance and delivery of the Repurchase Shares and the simultaneous retirement of the Repurchase Shares
by the Company in connection therewith, in all cases contemplated by, and in accordance with, this Agreement. At the Closing (i) in
accordance with the preceding sentence, Seller shall take any and all additional action necessary to cause the Repurchase Shares to be
transferred, assigned, sold, conveyed and delivered to the Company, (ii) the Company shall take any and all action necessary such
that, upon consummation of the Repurchase, the Repurchase Shares shall assume the status of authorized and unissued shares of Common
Stock, and (iii) the Company shall pay to Seller the Purchase Price.
2. Company
Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Seller as of
the date hereof and as of the Closing (except to the extent any such representation and warranty expressly relates to an earlier date
(in which case it shall be true and correct in all material respects as of such earlier date)) that:
(a) The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Assuming the
accuracy of the representation and warranty in Section 3(f) hereof, (i) the Company has the requisite power and authority
to execute and deliver this Agreement and to perform its obligations hereunder, and (ii) all action required to be taken for the
due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated
hereby has been duly and validly taken.
(b) Assuming
the accuracy of the representation and warranty in Section 3(f) hereof, this Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except
to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of
creditors’ rights or by general equitable principles.
3. Representations
of the Seller. In connection with the transactions contemplated hereby, the Seller represents and warrants to the Company as of the
date hereof and as of the Closing (except to the extent any such representation and warranty expressly relates to an earlier date (in
which case it shall be true and correct in all material respects as of such earlier date)) that:
(a) The
Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) All
consents, approvals, authorizations and orders necessary for the execution and delivery by the Seller of this Agreement, and for the
sale and delivery of the Repurchase Shares to be sold by the Seller hereunder, have been obtained; and the Seller has full right, power
and authority to enter into this Agreement, and to sell, assign, transfer and deliver the Repurchase Shares to be sold by the Seller
hereunder.
(c) This
Agreement has been duly authorized, executed and delivered by the Seller and constitutes a valid and binding agreement of the Seller,
enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization
or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(d) As
of immediately prior to the Closing, the Seller has valid title to the Repurchase Shares, free and clear of all liens, encumbrances,
equities or adverse claims, and, upon transfer of the Repurchase Shares and payment therefor pursuant hereto, good and valid title to
such Repurchase Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Company.
(e) The
Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable
of evaluating the merits and risks of the Repurchase. The Seller has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the Repurchase and the Repurchase Shares and has had full access to such other information concerning the
Company as it has requested. The Seller has received all information that it believes is necessary or appropriate in connection with
the Repurchase. The Seller is an informed and sophisticated party and has engaged, to the extent the Seller deems appropriate, expert
advisors experienced in the evaluation of transactions of the type contemplated hereby. The Seller acknowledges that neither the Company
nor any person on behalf of the Company has made, and the Seller has not relied upon, any express or implied representations, warranties
or statements of any nature, whether or not in writing or orally, including as to the accuracy and completeness of any information provided
by or on behalf of the Company to the Seller or its representatives, except as expressly set forth for the benefit of the Seller in this
Agreement.
(f) The
Seller is, and has been at all times for at least three years prior to the date of this Agreement, and shall continue to be through Closing,
an “interested stockholder” (as such term is defined in Section 203 of the Delaware General Corporation Law) of the
Company.
4. Information.
The Seller acknowledges that it knows that the Company and members of the Board and of the Company’s management may have material,
non-public information regarding the Company and its condition (financial and otherwise), results of operations, businesses, properties,
plans (including, without limitation, plans regarding other potential exchanges or purchases of Common Stock, which may be for different
amounts or types of consideration) and prospects (collectively, the “Information”). The Seller acknowledges (a) that
it has been offered, and does not wish to receive, any of the Information, (b) that the Company has not disclosed, and has no obligation
to disclose, the Information to the Seller, and (c) that the Information might be material to the Seller’s decision to sell
the Repurchase Shares or otherwise materially adverse to the Seller’s interests. Accordingly, the Seller acknowledges and agrees
that neither the Company nor any member of the Board or of the Company’s management shall have any obligation to disclose to the
Seller any of the Information. The Seller hereby waives and releases, to the fullest extent permitted by law, any and all claims and
causes of action (whether known or unknown) it has or may have against the Company and its affiliates, controlling persons, officers,
directors, employees, representatives and agents, based upon, relating to or arising out of the nondisclosure of the Information in connection
with the transactions contemplated by the Agreement. The Seller is aware that the Company is relying on the foregoing acknowledgement
and waiver in this Section 4 in connection with the transactions contemplated by this Agreement.
5. Miscellaneous.
(a) Survival
of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(b) Counterparts;
Execution of Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all
of which taken together constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile or other electronic transmission, including by e-mail attachment or PDF document, shall be as effective as delivery of a
manually executed counterpart of this Agreement.
(c) No
Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties hereto and their successors and
permitted assigns, and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or
remedies to any person other than the parties to this Agreement and their successors and permitted assigns.
(d) Governing
Law; Arbitration; Jurisdiction. This Agreement and all disputes arising out of or related to this Agreement, whether in contract,
tort or otherwise (each, an “Agreement Dispute”), will be governed by and construed in accordance with, the laws of
the State of Delaware, without regard to any applicable principles of conflicts of law that might require the application of the laws
of any other jurisdiction. Any Agreement Dispute shall be resolved by binding arbitration in Chicago, Illinois, before one arbitrator
independent of the parties (each, an “Arbitration Proceeding”). Such arbitrator shall be selected in accordance with,
and the Arbitration Proceeding shall be administered by JAMS pursuant to, the JAMS Comprehensive Arbitration Rules and Procedures
excluding its optional Arbitration Appeal procedures. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer
experienced in commercial and business affairs. All Arbitration Proceedings will be closed to the public and kept confidential, except
to the extent necessary to (i) seek an injunction in aid of arbitration, (ii) obtain court confirmation of the judgment of
the arbitrator, or (iii) give effect to res judicata and collateral estoppel, in which case, all filings with any court shall be
sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an
Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers,
or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the
decision of the arbitrator shall be final and binding and not be subject to appeal. If any party to an Arbitration Proceeding fails to
abide by a judgment rendered in such Arbitration Proceeding, the other party may seek to enforce such judgment in any court of competent
jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE.
Notwithstanding anything contained in this Agreement to the contrary, no party shall have the right to institute any proceedings in any
court against the other party or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that
any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction
proceeding shall be sought and determined exclusively in any Delaware state or federal court.
(e) Mutuality
of Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(f) Amendment
and Waiver. The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Seller
and the Company; provided, in the case of the Company, such amendment, modification or waiver has been approved by the Special Committee
or, if the Special Committee is no longer in existence, by a majority of the members of the Board unaffiliated with the Bresky Group,
or a committee of such directors. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver
of any other provisions of this Agreement, nor shall any waiver constitute a continuing waiver. Moreover, no failure by any party to
insist upon strict performance of any of the provisions of this Agreement or to exercise any right or remedy arising out of a breach
thereof shall constitute a waiver of any other provisions or any other breaches of this Agreement.
(g) Further
Assurances. Each of the Company and the Seller shall execute and deliver such additional documents and instruments and shall take
such further action as may be necessary or appropriate to effectuate fully the provisions of this Agreement.
(h) Expenses.
Each of the Company and the Seller shall bear their own respective expenses in connection with the drafting, negotiation, execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby.
(i) Entire
Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes
all other prior or contemporaneous agreements and understandings, both written and oral, among or between any of the parties with respect
to the subject matter hereof.
[Signatures appear on following page.]
IN WITNESS WHEREOF, the parties
hereto have executed this Stock Repurchase Agreement as of the date first written above.
| |
Company: | | |
| |
| | |
| |
| | SEABOARD CORPORATION |
| |
| | |
| |
| | By: |
/s/ Robert L. Steer |
| |
| | |
Name: Robert
L. Steer |
| |
| | |
Title: President and Chief Executive Officer |
| |
| | |
| |
Seller: | | |
| |
| | |
| |
| | SFC PREFERRED, LLC |
| |
| | |
| |
| | By: |
/s/ Ellen S. Bresky |
| |
| | |
Name: |
Ellen S. Bresky |
| |
| | |
Title: |
Manager |
[Signature Page to Stock Repurchase Agreement]
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