ADVANCEPIERRE FOODS HOLDINGS, INC. (NYSE:APFH) Files An 8-K Entry into a Material Definitive Agreement

ADVANCEPIERRE FOODS HOLDINGS, INC. (NYSE:APFH) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On April25, 2017, AdvancePierre Foods Holdings, Inc. (the
Company), entered into an Agreement and Plan of
Merger (the Merger Agreement) with Tyson Foods,
Inc., a Delaware corporation (Parent), and DVB
Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (Merger Sub).

to the Merger Agreement, upon the terms and subject to the
conditions thereof, Merger Sub will commence a cash tender offer
no later May9, 2017 to acquire all of the outstanding shares of
common stock of the Company, $0.01 par value per share (the
Company Common Stock), at a price per share of
Company Common Stock of $40.25 net to the seller in cash, without
interest (such offer, as it may be amended from time to time in
accordance with the Merger Agreement, the Offer,
and such amount of consideration or any greater amount per share
that may be paid to the Offer, the Offer Price),
subject to any applicable withholding taxes.

The obligation of Merger Sub to purchase Company Common Stock
tendered in the Offer is subject to the satisfaction or waiver of
a number of conditions set forth in the Merger Agreement,
including but not limited to: (i)prior to the expiration of the
Offer, there shall have been validly tendered and not validly
withdrawn shares of Company Common Stock that, together with all
other shares of Company Common Stock, if any, beneficially owned
by Parent, Merger Sub and any other direct or indirect
wholly-owned subsidiary of Parent, represent at least a majority
of the then outstanding shares of Company Common Stock on a
fully-diluted basis, (ii)the expiration or termination of the
waiting period (and any extensions thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and (iii)those other conditions set forth in Annex I to
the Merger Agreement. The transaction is not subject to a
financing condition.

The Offer will initially expire at 11:59 p.m. (New York City
time) on the date that is 20 business days following the
commencement of the Offer (the End Date). Under
certain circumstances, Merger Sub may be required to extend the
Offer on one or more occasions in accordance with the terms set
forth in the Merger Agreement and the applicable rules and
regulations of the United States Securities and Exchange
Commission (the SEC). Merger Sub will not be
required to extend the Offer beyond the End Date, and may not
extend the Offer beyond the End Date without the prior written
consent of the Company.

As soon as possible after (and in no event later than two
business days) following the acceptance of Company Common Stock
to the Offer and upon the terms and subject to the conditions set
forth in the Merger Agreement and in accordance with
Section251(h) of the Delaware General Corporation Law, Merger Sub
will merge with and into the Company, whereupon the separate
existence of Merger Sub shall cease and the Company shall be the
surviving corporation (the Merger), without a
meeting or vote of stockholders of the Company. At the effective
time of the Merger (the Effective Time), the
shares of Company Common Stock not purchased to the Offer (other
than Company Common Stock owned by the Company as treasury stock
or by stockholders of the Company who have perfected their
statutory rights of appraisal under Delaware General Corporate
Law) will each be converted into the right to receive an amount
equal to the Offer Price (the Merger
Consideration).

In addition, at or immediately prior to the Effective Time, each
option (or portion thereof) to acquire Company Common Stock that
is granted or issued to any Employee Plan (as defined in the
Merger Agreement) that is outstanding immediately prior to the
Effective Time (collectively, the Company Stock
Options) shall be canceled and converted into the right
to receive, at or promptly after the Effective Time, an amount in
cash determined by multiplying (i)the excess, if any, of the
Merger Consideration over the applicable

exercise price of such canceled Company Stock Option by (ii)the
number of shares of Company Common Stock subject to such Company
Common Stock Option immediately prior to the Effective Time. In
addition, at or immediately prior to the Effective Time, each
restricted stock unit granted or issued to any Employee Plan that
is outstanding immediately prior to the Effective Time
(collectively, the Company RSUs) shall be
canceled and converted into the right to receive, at or promptly
after the Effective Time, solely an amount in cash equal to the
product of (i)the Merger Consideration and (ii)the total number
of shares of Company Common Stock subject to such Company RSU. In
addition, at or immediately prior to the Effective Time, each
restricted share of Company Common Stock granted or issued to any
Employee Plan that is outstanding immediately prior to the
Effective Time shall be converted into the right to receive, at
or promptly after the Effective Time, solely an amount in cash
equal to the Merger Consideration.

In connection with the consummation of the Merger, the Company
will pay the amounts due upon a change of control transaction
under the Income Tax Receivable Agreement (as defined in the
Merger Agreement) in accordance with the terms thereof and of the
Merger Agreement.

The Merger Agreement includes representations, warranties and
covenants of the parties customary for a transaction of this
nature. Among other things, until the earlier of the termination
of the Merger Agreement and the Effective Time, the Company has
agreed to conduct its business in the ordinary course consistent
with past practice and has agreed to certain other operating
covenants, as set forth more fully in the Merger Agreement.

The Company has also agreed not to solicit or initiate
discussions with third parties regarding other acquisition
proposals regarding the Company and has agreed to certain
restrictions on its ability to respond to such proposals,
provided that (x)the Company, subject to the terms and
conditions of the Merger Agreement, may enter into negotiations
or discussions concerning, or provide confidential information to
persons making, certain unsolicited proposals if the Companys
Board of Directors reasonably believes it is or would reasonably
be expected to lead to a Superior Proposal (as defined in the
Merger Agreement), subject to certain rights of Parent to the
terms of the Merger Agreement to negotiate with the Company, and
(y)the Companys Board of Directors may also change its
recommendation regarding the Offer for a reason unrelated to an
acquisition proposal in the context of an Intervening Event (as
defined in the Merger Agreement), in either case, only if the
Companys Board of Directors determines that the failure to take
such action would be inconsistent with its fiduciary duties. The
Merger Agreement contains certain termination provisions for the
Company and Parent, including the right of the Company, in
certain circumstances, to terminate the Merger Agreement and
accept a Superior Proposal. The Company will be required to pay
Parent a termination fee equal to $100.00 million if, among other
reasons, the Merger Agreement is terminated (i)by the Company to
enter into an acquisition agreement that constitutes a Superior
Proposal or (ii)by Parent because the Board of Directors of the
Company adversely changes its recommendation to stockholders to
accept the Offer and tender their shares of Company Common Stock
to Merger Sub in the Offer.

In addition, either the Company or Parent may terminate the
Merger Agreement, at any time prior to the time Merger Sub
accepts for payment the Company Common Stock tendered to the
Offer, if the Merger shall not have been consummated on or before
the End Date.

Tender and Support Agreement

Concurrently with entering into the Merger Agreement, Parent and
Merger Sub entered into a separate tender and support agreement
(the Support Agreement) with the principal
stockholder of the Company, Oaktree Capital Management, L.P. and
its affiliates (collectively, Oaktree),
beneficially owning, as of April25, 2017, approximately 42% of
the outstanding shares of Company Common Stock. Under the Support
Agreement, Oaktree

agreed to tender all of its shares of Company Common Stock in the
Offer. The Support Agreement terminates upon the first to occur
of (i)the Effective Time (as defined in the Merger Agreement);
(ii)termination of the Merger Agreement; (iii)the Companys Board
of Directors changing its recommendation regarding the Offer or
(iv)with respect to any individual stockholder party to the
Support Agreement, a reduction in the Offer Price.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The foregoing descriptions of the Merger Agreement and the
Support Agreement are not complete and are qualified in their
entirety by reference to the Merger Agreement, which is attached
as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated herein by reference, and the form of the Support
Agreement, which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.

The Merger Agreement and the form of the Support Agreement, and
the foregoing descriptions of each of those agreements, have been
included to provide investors and stockholders with information
regarding the terms of each agreement. They are not intended to
provide any other factual information about the Company, Parent
or their respective subsidiaries or affiliates. The
representations, warranties and covenants contained in each
agreement were or will be made only as of specified dates for the
purposes of such agreements, were (except as expressly set forth
therein) solely for the benefit of the parties to such
agreements, may be subject to qualifications and limitations
agreed upon by such parties (including being qualified by
confidential disclosures made for the purposes of allocating risk
between the parties to the Merger Agreement instead of
establishing those matters as facts) and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors and stockholders.
Investors are not third-party beneficiaries under the Merger
Agreement or the Support Agreement. Accordingly, investors and
stockholders should not rely on such representations, warranties
and covenants as characterizations of the actual state of facts
or circumstances described therein. Information concerning the
subject matter of such representations, warranties and covenants
may change after the date of the agreements, which subsequent
information may or may not be fully reflected in the parties
public disclosures.

The tender offer referenced in this communication has not yet
commenced. This announcement is for informational purposes only
and is neither an offer to purchase nor a solicitation of an
offer to sell securities, nor is it a substitute for the tender
offer materials that will be filed with the SEC. The solicitation
and offer to buy AdvancePierre Foods stock will only be made to
an Offer to Purchase and related tender offer materials. At the
time the tender offer is commenced, Tyson and its acquisition
subsidiary will file a tender offer statement on Schedule TO and
thereafter AdvancePierre Foods will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. ADVANCEPIERRE FOODS STOCKHOLDERS
ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF ADVANCEPIERRE FOODS SECURITIES SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The
Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all holders of AdvancePierre Foods stock at no expense to them.
The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SECs website at
www.sec.gov. Copies of the documents filed with the SEC by Tyson
will be available free of charge on Tysons internet website at
http://www.tyson.com or by contacting Jon Kathol at

Tysons Investor Relations Department at (479)290-4235 or by email
at jon.kathol@tyson.com. Copies of the documents filed with the
SEC by AdvancePierre Foods will be available free of charge on
AdvancePierre Foods internet website at
http://www.advancepierre.com or by contacting John Morgan at
AdvancePierre Foods Investor Relations Department at
(513)372-9338 or by email at ir@advancepierre.com.

In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, AdvancePierre Foods
files annual, quarterly and current reports and other information
with the SEC. You may read and copy any reports or other
information filed by AdvancePierre Foods at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. AdvancePierre Foods filings with the
SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

This communication contains forward-looking statements, including
statements regarding the expected consummation of the
acquisition, which involve a number of risks and uncertainties,
including the satisfaction of closing conditions for the
acquisition (such as regulatory approval for the transaction and
the tender of at least a majority of the outstanding shares of
capital stock of the Company); the possibility that the
transaction will not be completed; the impact of general
economic, industry, market or political conditions; risks related
to the ultimate outcome and results of integrating the operations
of Parent and the Company; the ultimate outcome of Parents
operating strategy applied to the Company and the ultimate
ability to realize synergies; the effects of the business
combination on Parent and the Company, including on the combined
companys future financial condition, operating results, strategy
and plans; and other risks and uncertainties, including those
identified in the Companys periodic filings, including the
Companys Annual Report on Form 10-K for the year ended
December31, 2016 and the Companys Registration Statement on Form
S-1 filed with the SEC on April5, 2017 and any subsequent
quarterly reports on Form 10-Q, as well as the tender offer
documents to be filed with the SEC by Parent and the
Solicitation/Recommendation statement on Schedule 14D-9 to be
filed by the Company. These statements constitute forward-looking
statements within the meaning of Section27A of the Securities Act
of 1933 and Section21E of the Securities Exchange Act of 1934.
The words may, might, will, should, estimate, project, plan,
anticipate, expect, intend, outlook, believe and other similar
expressions (or the negative of such terms) are intended to
identify forward-looking statements. If underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize,
actual results and the timing of events may differ materially
from the results and/or timing discussed in the forward-looking
statements, and readers are cautioned not to place undue reliance
on these forward-looking statements. Forward-looking statements
speak only as of the date of this Report, and the Company does
not undertake any obligation to update any forward-looking
statement except as required by law.

Item8.01

Other Events.

On April25, 2017, the Company and Parent issued a joint press
release announcing the execution of the Merger Agreement. A copy
of the press release is attached to this Current Report on Form
8-K as Exhibit 99.2 and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d)

Exhibits:

		2.1		Agreement and Plan of Merger, dated as of April25, 2017, by and among Tyson Foods, Inc., DVB Merger Sub, Inc. and AdvancePierre Foods Holdings, Inc.*
		99.1		Form of Tender and Support Agreement among Tyson Foods, Inc., DVB Merger Sub, Inc., and the entities listed on Schedule A thereto
		99.2		Joint Press Release issued by Tyson Foods, Inc. and AdvancePierre Foods Holdings, Inc. on April25, 2017
		99.3		Employee Communication

*Schedules to the Agreement and Plan of Merger have been omitted
to Item601(b)(2) of Regulation S-K. The registrant will furnish
copies of any such schedules to the U.S. Securities and Exchange
Commission upon request.

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 duly authorized.

Date: April25, 2017

EXHIBIT INDEX

Exhibit		Description
2.1		Agreement and Plan of Merger, dated as of April25, 2017, by and among Tyson Foods, Inc., DVB Merger Sub, Inc. and AdvancePierre Foods Holdings, Inc.*
99.1		Form of Tender and Support Agreement among Tyson Foods, Inc., DVB Merger Sub, Inc., and the entities listed on Schedule A thereto
99.2		Joint Press Release issued by Tyson Foods, Inc. and AdvancePierre Foods Holdings, Inc. on April25, 2017
99.3		Employee Communication

*Schedules to the Agreement and Plan of Merger have been omitted

About ADVANCEPIERRE FOODS HOLDINGS, INC. (NYSE:APFH)
AdvancePierre Foods Holdings, Inc. is a producer and distributor of ready-to-eat sandwiches, sandwich components and other entrees and snacks. The Company operates through four segments. The Foodservice segment’s portfolio of products includes breakfast sandwiches, peanut butter and jelly sandwiches, Philly steaks, fully cooked hamburger-patties, country-fried steak, stuffed entrees and chicken tenders. The Retail segment sells both branded and private label ready-to-eat sandwiches, such as grilled chicken sandwiches and stuffed pockets; sandwich components, such as chicken patties, and other entrees and snacks, such as stuffed chicken breasts. The Convenience segment sells customized ready-to-eat sandwiches, such as breakfast sandwiches and burgers; sandwich components, such as chicken patties, and other entrees and snacks, such as cinnamon dough bites. The Industrial segment supplies other food producers, such as packaged food companies under short-term co-manufacturing agreements. ADVANCEPIERRE FOODS HOLDINGS, INC. (NYSE:APFH) Recent Trading Information
ADVANCEPIERRE FOODS HOLDINGS, INC. (NYSE:APFH) closed its last trading session up +3.81 at 40.48 with 2,656,454 shares trading hands.