Business Context and Reporting Period
This Form 8-K reports the completion of the previously announced mergers between Mission Produce, Inc. ("Mission Produce") and Calavo Growers, Inc. ("Calavo") on May 28, 2026. The transaction involved a two-step merger process where Calavo merged into a Mission Produce subsidiary, which then merged into a second Mission Produce subsidiary. Following the transaction, the surviving entity was renamed Calavo Growers, LLC, and Calavo Common Stock was delisted from the Nasdaq Global Select Market.
Key Financial Metrics and Transaction Details
- Aggregate Merger Consideration: Approximately 17,531,182 Mission Produce Shares and $265,922,425 in cash.
- Exchange Ratio: 0.9790 Mission Produce Shares for each share of Calavo Common Stock.
- Cash Consideration: $14.85 per share of Calavo Common Stock.
- Funding Source: The cash portion was funded using available cash on hand and additional borrowings under Mission Produce's term loan and revolving credit facilities (governed by the Credit Agreement dated April 1, 2026).
- Equity Awards: Outstanding Calavo options were fully vested and converted to cash payments based on the excess of merger consideration over the exercise price. Restricted stock units were vested and converted to cash payments based on the per-share merger consideration value.
Note: This filing does not provide specific revenue, profit, cash flow, margin, or debt balance sheet metrics for the combined entity or the individual companies for the reporting period.
Material Changes
- Corporate Structure: Calavo is no longer a publicly traded independent entity; it is now a wholly-owned subsidiary of Mission Produce.
- Capital Structure: Mission Produce issued approximately 17.5 million new shares of common stock to Calavo shareholders.
- Debt Levels: Mission Produce increased its debt load on the Closing Date to fund the cash portion of the transaction and associated costs.
- Board Composition: Kathleen Holmgren was appointed to the Mission Produce Board of Directors to fill a newly created seat.
Guidance, Outlook, and Risks
The filing does not contain specific financial guidance, forward-looking revenue projections, or management commentary regarding future operational performance. The primary focus is the legal and structural completion of the acquisition.
Contingencies and Future Filings:
- Financial statements of the acquired business (Calavo) and pro forma financial information are not included in this report. The Company intends to file these as an amendment to this Form 8-K no later than 71 days after the required filing date.
- Calavo's reporting obligations under Sections 13 and 15(d) of the Exchange Act will be suspended following the filing of Form 15.
Key Facts for Investor Verification
- Verify the exact amount of new debt incurred by Mission Produce to fund the $265.9 million cash consideration.
- Review the upcoming pro forma financial information (to be filed within 71 days) to assess the combined entity's leverage and liquidity.
- Confirm the treatment of fractional shares and dissenting shareholders as outlined in the Merger Agreement.
- Monitor the integration progress of Calavo's operations into Mission Produce's existing avocado and produce business.