~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~Pursuant~~REPORT ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report: November~~Section 4,13 ~~2010~~ or 15(~~Date~~d) of ~~earliest~~the ~~event reported)~~

~~CONNORS~~Securities ~~BROS.~~Exchange ~~HOLDINGS,~~Act ~~L.P.~~ of 1934

~~(Exact~~Date ~~name~~ of ~~registrant~~Report: asDecember 15, ~~specified~~2010 ~~in its charter)~~

~~Delaware~~ (~~State~~Date ~~or other jurisdiction~~ of ~~incorporation)~~earliest ~~333-166998-03 (Commission File Number~~event reported) ~~N/A (IRS Employer Identification Number)~~

c/o Centre Partners Management
LLC
30 Rockefeller Plaza, 50th Floor
New York, NY
(Address of principal executive		10020
offices)		(Zip Code)

BUZZCO SUB, L.P.

~~212-332-5800~~ (~~Registrant’s~~Exact ~~telephone~~name ~~number,~~of ~~including~~registrant ~~area~~as ~~code~~specified in its charter)

Not Applicable (Former Name or Former Address, if changed since last report)


Delaware	333-166998-03	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

c/o Centre Partners Management LLC 30 Rockefeller Plaza, 50th Floor New York, NY		10020 (Zip Code)
(Address of principal executive offices)

~~Check the appropriate box below if the Form 8~~212-K332-5800 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

o(Registrant’s ~~Written~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule 425 under the Securities Act (17 CFR 230.425~~code)

oCONNORS ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~BROS.~~14a-12)~~ HOLDINGS, L.P.

o(Former ~~Pre-commencement~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule 14d-2(b)~~if ~~under~~changed ~~the~~since ~~Exchange~~last ~~Act (17 CFR 240.14d-2(b~~report))

oCheck ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule 13e-4(c)~~simultaneously ~~under~~satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.13e-4(c))~~registrant under any of the following provisions:

~~TABLE~~¨ OFWritten ~~CONTENTS~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Item 1.01 Entry Into a Material Definitive Agreement
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-2.1
EX-99.1

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Table~~¨ ofPre-commencement ~~Contents~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~¨ ~~1.01~~Pre-commencement ~~Entry~~communications ~~Into~~pursuant ato ~~Material~~Rule ~~Definitive~~13e-4(c) ~~Agreement~~under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~November 4, 2010, Connors Bros. Holdings, L.P. (the “Company”), Clover Leaf Seafood Cooperatief U.A. (the “Coop”), Clover Leaf Seafood~~ 2 B.V.01 ~~(“BV2,”~~Completion ~~and together with the Company and Coop, the “Sellers”) and, solely for purposes~~ of ~~Section 5.9~~Acquisition ~~thereof,~~or ~~Bumble~~Disposition Bee Foods, L.P. (“BBF LP”), entered into a Transaction Agreement (the “Transaction Agreement”) with Lion/Big Catch Luxembourg 1 S.à r.l. (“Lion”), pursuant to which Lion has agreed to purchase (the “Purchase”) for $980 million in cash, subject to certain adjustments (the “Purchase Price”), (i) from the Company, 100% of ~~the outstanding capital stock of Stinson Seafood (2001), Inc~~Assets., a Delaware corporation (“Stinson”) , (ii) from the Coop, 100% of the outstanding shares in the capital of Clover Leaf Seafood B.V. (“BV1”) and (iii) from BV2, a certain intercompany note or receivable owing from Clover Leaf Holdings Company to BV2 (the “Note”).

~~The~~On ~~consummation~~December 15, of2010, ~~the~~pursuant ~~Purchase is subject~~ to ~~customary~~the ~~conditions~~Transaction ~~to closing~~Agreement, ~~including~~dated ~~the receipt~~as of ~~requisite antitrust approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~November 4, as2010 ~~amended~~ (the “~~HSR~~Transaction ~~Act~~Agreement”), ~~the~~by ~~representations~~ and ~~warranties~~among ofBuzzco ~~the~~Sub, ~~parties~~L.P. ~~being~~(f/k/a ~~true~~Connors asBros. ofHoldings, ~~the closing date (subject to certain materiality qualifications)~~L.P., the ~~covenants of the parties required to be performed before the closing having been performed in all material respects~~“Company”), ~~the absence~~Clover ofLeaf aSeafood ~~material~~Coöperatief ~~adverse~~U.A. ~~effect on the business of Stinson~~(“Coop”), ~~BV1~~Clover ~~and~~Leaf ~~their~~Seafood ~~respective subsidiaries~~2 B.V. (~~taken~~“BV ~~as a whole~~2”), ~~and~~Bumble ~~the~~Bee ~~delivery~~Foods onS.à ~~the~~r.l. ~~closing date of~~ (f/k/a ~~notice~~Lion/Big ofCatch ~~redemption~~Luxembourg 1 ~~with~~S.à ~~respect~~r.l.) ~~to the Notes~~ (~~as defined below~~“Buyer”) and, ~~the~~solely ~~satisfaction~~for ~~and~~purposes ~~discharge~~ of ~~the indenture governing such Notes~~Section 5.9 ~~The~~thereof, ~~consummation~~Buzzco ofParent, ~~the~~L.P. ~~Purchase~~(f/k/a ~~will~~Bumble ~~not~~Bee ~~occur~~Foods, ~~until~~L.P.), the ~~final~~Company ~~day~~directly ofor ~~the “marketing~~indirectly ~~period”~~sold ~~under~~and ~~the~~transferred ~~Transaction Agreement~~ (~~unless Lion determines to consummate~~ the ~~Purchase~~ ~~prior to the end of such marketing period~~“Closing”). ~~The marketing period consists of 20 consecutive business days commencing no earlier than November 15, 2010. Throughout~~ the ~~marketing~~ ~~period,~~following ~~Lion~~to ~~will~~Buyer ~~have~~for ~~received~~$980 ~~from~~million ~~the~~in ~~Sellers~~cash ~~certain~~(subject ~~financial statements and other financial and other information related~~ to ~~Lion’s debt financing, nothing may occur and no condition may exist that would cause~~ certain ~~of the~~ post-closing ~~conditions~~purchase toprice ~~fail~~adjustments pursuant to ~~be satisfied at any time during such period, and~~ the ~~parties~~Transaction ~~must~~Agreement): ~~make all appropriate filings required under~~ (i) the ~~HSR~~Company ~~Act. Furthermore,~~transferred ~~all~~100% ~~applicable~~of ~~waiting periods under~~ the ~~HSR~~outstanding ~~Act~~capital ~~must~~stock ~~have~~of ~~expired~~Stinson orSeafood ~~terminated~~(2001), ~~at least~~Inc. ~~9 business days prior~~ to Buyer; ~~the~~(ii) Coop ~~end~~transferred 100% of the ~~marketing~~outstanding ~~period,~~shares ~~and~~in the ~~entirety~~capital of ~~such~~Clover ~~20 consecutive~~Leaf ~~business~~Seafood ~~day~~B.V. ~~period must occur either prior~~ to orBuyer onand ~~December~~(iii) ~~17,~~BV ~~2010 or after January~~ 2, ~~2011.~~transferred ~~Finally, the marketing period will be deemed not~~ to ~~have~~Buyer ~~commenced~~a ifcertain ~~during~~intercompany ~~such~~note ~~period the~~or ~~auditors~~receivable ~~with~~owing ~~respect~~from toClover ~~the~~Leaf ~~financial~~Holdings ~~statements~~Company ~~delivered~~ to ~~Lion, as described above,~~ ~~withdraw their opinion with respect to such financial statements~~BV 2.

~~Lion~~Item ~~has obtained equity commitments from Lion Capital Fund III, L~~5.P.02 ~~and~~Departure ~~certain~~ of ~~its related~~Directors ~~entities,~~or ~~and~~Certain ~~third~~Officers; ~~party~~Election ~~debt~~of ~~financing~~Directors; ~~commitments~~Appointment ~~for the Purchase, the aggregate proceeds~~ of ~~which~~Certain ~~will~~Officers; beCompensatory ~~sufficient~~Arrangements ~~for Lion to pay the Purchase Price and all related fees and expenses. The Sellers are required to provide customary cooperation in connection with Lion’s debt financing. However, consummation~~ of ~~the~~Certain ~~Purchase is not subject to a financing condition.~~ Officers

~~The~~Following ~~Transaction~~the ~~Agreement contains certain customary termination rights~~Closing, ~~including~~on ~~each party’s right to terminate the Transaction Agreement if the Purchase has not been consummated prior to~~ December 3015, 2010~~. Lion will be required to pay the Sellers a reverse termination fee of $30~~,~~000,000~~ ~~upon termination of~~ the ~~Transaction~~following ~~Agreement~~individuals byceased ~~any Seller (i) under circumstances in which all of the conditions of Lion~~ to ~~the~~be ~~closing~~directors of the ~~Purchase have been satisfied or waived~~ ~~(other~~general ~~than~~partner ~~those~~of ~~conditions that by their terms are to be satisfied at~~ the ~~closing~~Company: ~~but~~Bernt ~~provided that~~Bodal, ~~those~~Jeffrey ~~conditions~~Davis, ~~would~~Howard ~~have~~Brodie, ~~been~~Christopher ~~satisfied)~~Lischewski and ~~Lion~~John fails to consummate the Purchase within the time frame required under the Transaction Agreement, or (ii) due to a Willful Breach (as defined in the Transaction Agreement) by Lion of the Transaction Agreement (subject to a limited cure period for any Willful Breach that is curable)Schnabel.

~~Table~~Item of8.01. ~~Contents~~Other Events.

~~The~~On December 15, ~~Sellers~~2010, ~~have~~Centre ~~the~~Partners ~~right~~Management toLLC ~~specifically~~issued ~~enforce~~a ~~Lion~~press torelease ~~perform~~announcing ~~its obligations under~~ the ~~Transaction Agreement with respect to obtaining financing and regulatory approvals~~Closing. IfA ~~Lion’s closing~~copy ~~conditions~~of to the ~~Purchase~~press ~~are~~release ~~satisfied (other than those conditions that by their terms are to be satisfied at the closing but provided that those conditions would be satisfied) and the debt financing~~ is ~~unconditionally~~attached ~~available~~as toExhibit ~~be drawn down by Lion (and the lenders stand ready and willing to fund such financing), then the Sellers have the right to specifically enforce Lion to consummate the Purchase~~99.1 ~~If Lion’s closing conditions~~ to ~~the~~this ~~Purchase~~report ~~are satisfied (other than those conditions that by their terms are to be satisfied at the closing but provided that those conditions would be satisfied)~~ and ~~the debt financing~~ is ~~unconditionally~~incorporated ~~available~~herein ~~to be drawn down~~ by ~~Lion, the Sellers are entitled to cause Lion to enforce the terms of the equity and debt commitment letters~~reference.

~~Lion~~Item ~~Capital Fund III, L~~9.P01. ~~and~~Financial ~~certain~~Statements of its related entities have provided a limited guarantee in favor of the Sellers, dated November 4, 2010, guaranteeing the payment by Lion of its reverse termination fee under the Transaction Agreement subject to the terms and ~~conditions set forth in such limited guarantee~~Exhibits.

The Transaction Agreement contains customary representations, warranties and covenants for a transaction of this nature. The Sellers are providing limited indemnification for breaches of representations, warranties and covenants. Recourse for the above Seller indemnification obligations, as well as for any post-closing purchase price adjustment, is limited to an aggregate $35 million escrow funded by the Sellers out of the proceeds of the Purchase Price.


(d)	*Exhibits*
	99.1	Press release issued by Centre Partners Management LLC on December 15, 2010.

~~Concurrent~~SIGNATURE with the consummation of the Purchase, Bumble Bee Foods, LLC, Connors Bros. Clover Leaf Seafoods Company and Bumble Bee Capital Corp. will deliver a notice of redemption to effect the redemption and/or satisfaction and discharge of all outstanding Senior Secured Notes due 2015 (the “Notes”), issued by Bumble Bee Foods, LLC, Connors Bros. Clover Leaf Seafoods Company and Bumble Bee Capital Corp. and guaranteed by the Company and its other subsidiaries.

~~The~~Pursuant ~~foregoing~~to ~~description of~~ the ~~Transaction~~requirements ~~Agreement~~of ~~and~~ the ~~transactions~~Securities ~~contemplated therein~~Exchange isAct ~~qualified~~of in1934, ~~its entirety by reference to~~ the ~~full~~registrant ~~text~~has ofduly ~~the~~caused ~~Transaction~~this ~~Agreement,~~report ~~a copy~~to ofbe ~~which~~signed ison ~~attached~~its asbehalf ~~Exhibit 2.1~~by tothe ~~this~~undersigned, ~~report~~thereunto ~~and~~duly ~~is incorporated herein by reference~~authorized.

~~Cautionary~~BUZZCO ~~Statements~~ SUB, L.P. (f/k/a Connors Bros. Holdings, L.P.) (Registrant) By: Buzzco GP, LLC (f/k/a CB Holdings GP, LLC), its general partner By: /s/ John Stiker Name: John Stiker Title: Vice President and Secretary

~~Except for its status as a contractual document that establishes and governs the legal~~Date: ~~relations among the parties thereto with respect to the transactions described in this report~~December 21, ~~the Transaction~~2010 ~~Agreement is not intended to be a source of factual, business or operational information about the parties.~~

~~The~~EXHIBIT INDEX representations, warranties, covenants and agreements made by the parties in the Transaction Agreement are made as of specific dates. The assertions embodied in those representations and warranties were made for purposes of the Transaction Agreement and are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Transaction Agreement. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what might be viewed as material to you or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts.


Exhibit No.		Description
99.1		Press release issued by Centre Partners Management LLC on December 15, 2010.

Item 8.01. Other Events.

On November 4, 2010, Centre Partners and Lion issued a press release announcing the execution of the Transaction Agreement. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

	2.1		Transaction Agreement, dated November 4, 2010, by and among Connors Bros. Holdings, L.P., Clover Leaf Seafood Cooperatief U.A., Clover Leaf Seafood 2 B.V., Lion/Big Catch Luxembourg 1 S.à r.l. and, solely for purposes of Section 5.9 thereof, Bumble Bee Foods, L.P.
	99.1		Press release issued by Centre Partners and Lion on November 4, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONNORS BROS. HOLDINGS, L.P. (Registrant) /s/ Kent McNeil Kent McNeil Executive Vice President and Chief Financial Officer

Date: November 5, 2010

EXHIBIT INDEX

Exhibit No.		Description
2.1		Transaction Agreement, dated November 4, 2010, by and among Connors Bros. Holdings, L.P., Clover Leaf Seafood Cooperatief U.A., Clover Leaf Seafood 2 B.V., Lion/Big Catch Luxembourg 1 S.à r.l. and , solely for purposes of Section 5.9, Bumble Bee Foods, L.P.
99.1		Press release issued by Centre Partners and Lion on November 4, 2010.

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