NORPAC

Workers at NORPAC Foods prepare onions for processing. A judge has ruled that a union’s objection must be addressed before the sale of the cooperative’s Oregon facilities can go through.

PORTLAND — Farm entrepreneur Frank Tiegs has prevailed over the J.R. Simplot Co. in an auction to buy the bankrupt NORPAC cooperative’s processing plant in Quincy, Wash., for up to $107 million.

The transaction is significant for farmers and workers in Oregon’s Willamette Valley because it’s considered necessary for Tiegs to also take over the operations of Oregon processing facilities in Brooks and Salem.

Lineage Logistics, a Michigan-based cold storage company, has made a $49 million offer to buy the bankrupt NORPAC cooperative’s Oregon processing facilities in Brooks, Salem and Stayton.

NORPAC Foods has received a letter of intent to purchase the properties from Lineage Logistics, which would likely lease the Brooks and Salem plants to Tiegs’ Oregon Potato Co., said Albert Kennedy, the cooperative’s attorney, during a Dec. 10 bankruptcy court hearing in Portland.

He did not discuss what Lineage Logistics planned to do with the Stayton facility.

Tiegs, owner of the Oregon Potato Co., had previously bid on NORPAC’s Oregon facilities and its processing plant in Quincy, Wash., but later backed out, citing environmental and regulatory concerns.

Last month, Tiegs again made a deal to acquire only the Quincy plant, which set off a bidding war with Simplot for that facility.

After an auction on Dec. 10 and 11, NORPAC determined that Oregon Potato Co.’s offer was superior, with the company agreeing to pay $21.5 million for the Quincy plant, plus $64 million to $72 million for the inventory’s value depending on the closing date, as well as an extra payment of $13.6 million.

Simplot offered the same amount of money for the facility and inventory but offered $15 million as an extra payment. However, the transaction would have taken longer to close, during which time NORPAC would have continued losing money, so Oregon Potato Co.’s $13.6 million payment was considered an equal or superior offer.

Kennedy, NORPAC’s attorney, told the judge that the cooperative also considered the Oregon Potato Co.’s offer superior because the sale and lease of the Oregon facilities was contingent on OPC acquiring the Quincy plant.

For the farmers and workers in the Willamette Valley, keeping food processors in the area is a key consideration, he said. Meanwhile, Simplot was not prepared to commit to leasing the Oregon facilities.

It also appears that Tiegs faces the threat of legal action for allegedly breaching the original agreement and defaming NORPAC by making negative comments about the company to the Capital Press in October.

A committee representing unsecured creditors — those who don’t have collateral for loans made to NORPAC — had asked a judge not to release Tiegs and his Oregon Potato Co. from legal liability under the deal to buy the Quincy facility.

The value of such a release from liability must be scrutinized by the bankruptcy court to ensure the purchase price is fair and equitable, according to the committee.

Under a legal precedent, it’s also possible for the creditors committee to pursue litigation to recover money on the debtors’ behalf, the document said.

Under Tiegs’ most recent bid for the Quincy plant, he would not be released from legal liability for defamation or contract breach.

CoBank, an agricultural lender and NORPAC’s largest creditor, said in a court document that it’s willing to extend until Jan. 3 a forbearance agreement under which it won’t seek to foreclose on NORPAC’s assets.

The bank wants to extend the agreement so that NORPAC can continue using its cash while negotiations over the sale of its assets are pending, the document said.

I've been working at Capital Press since 2006 and I primarily cover legislative, regulatory and legal issues.

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