SMITHFIELD FOODS, INC. (NYSE:SFD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On December 7, 2016, WH Group Limited, a Cayman Islands limited
liability company (the Parent Guarantor), Smithfield Foods, Inc.,
its wholly-owned subsidiary (the Company), and U.S. Bank National
Association, as trustee (the Trustee), entered into (i) the
Fourth Supplemental Indenture and Parent Guarantee, dated as of
December 7, 2016, to the Indenture, dated as of June1, 2007, as
supplemented by the First Supplemental Indenture dated as of
June22, 2007, and as amended by Amendment No. 1 to the First
Supplemental Indenture, dated as of July 8, 2013, relating to the
Companys 7.750% Senior Notes due 2017 (the 2017 Notes), (ii) the
Second Supplemental Indenture and Parent Guarantee, dated as of
December 7, 2016, to the Indenture, dated as of July 31, 2013,
between Sun Merger Sub, Inc. (Merger Sub) and the Trustee, as
amended by the First Supplemental Indenture dated as of September
26, 2013, by and between the Company and the Trustee, to which
the Company succeeded to all of the rights and obligations of
Merger Sub, relating to the Companys 5.250% Senior Notes due 2018
(the 2018 Notes), (iii) the Second Supplemental Indenture and
Parent Guarantee, dated as of December 7, 2016, to the Indenture,
dated as of July 31, 2013, between Merger Sub and the Trustee, as
amended by the First Supplemental Indenture dated as of September
26, 2013, by and between the Company and the Trustee, to which
the Company succeeded to all of the rights and obligations of
Merger Sub, relating to the Companys 5.875% Senior Notes due 2021
(the 2021 Notes), and (iv) the Fifth Supplemental Indenture and
Parent Guarantee, dated as of December 7, 2016, to the Indenture,
dated as of June1, 2007, as supplemented by the Third
Supplemental Indenture dated as of August1, 2012, relating to the
Companys 6.625% Senior Notes due 2022 (the 2022 Notes, and
together with the 2017 Notes, the 2018 Notes and the 2021 Notes,
the Notes), to which supplemental indentures and parent
guarantees (the Supplemental Indentures and Parent Guarantees)
the Parent Guarantor will irrevocably and unconditionally
guarantee the obligations of the Company under the Notes and each
of the indentures governing the Notes (the Indentures).
In connection with the entry into the Supplemental Indentures and
Parent Guarantees, the corporate credit rating of the Company has
been upgraded and the Company now has Investment Grade Status
under each of the Indentures.As a result of the Companys reaching
Investment Grade Status under each of the Indentures,
substantially all of the restrictive covenants under the
Indentures are no longer in effect upon the Company.In
particular, the Company will no longer be required to and will
not voluntarily file annual, quarterly or periodic reports with
the Securities and Exchange Commission to the Indentures.
Copies of each of the Supplemental Indentures and Parent
Guarantees are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4
respectively, and are incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security
Holders.
See Item 1.01 hereto, which is incorporated herein by reference,
with respect to the execution of the Supplemental Indentures and
Parent Guarantees on December 7, 2016.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 4.1 |
Fourth Supplemental Indenture and Parent Guarantee, dated as of December 7, 2016, by and among Smithfield Foods, Inc., as Issuer, WH Group Limited, as Parent Guarantor, and U.S. Bank National Association, as Trustee (2017 Notes). |
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| 4.2 |
Second Supplemental Indenture and Parent Guarantee, dated as of December 7, 2016, by and among Smithfield Foods, Inc., as Issuer, WH Group Limited, as Parent Guarantor, and U.S. Bank National Association, as Trustee (2018 Notes). |
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| 4.3 |
Second Supplemental Indenture and Parent Guarantee, dated as of December 7, 2016, by and among Smithfield Foods, Inc., as Issuer, WH Group Limited, as Parent Guarantor, and U.S. Bank National Association, as Trustee (2021 Notes). |
|
| 4.4 |
Fifth Supplemental Indenture and Parent Guarantee, dated as of December 7, 2016, by and among Smithfield Foods, Inc., as Issuer, WH Group Limited, as Parent Guarantor, and U.S. Bank National Association, as Trustee (2022 Notes). |
About SMITHFIELD FOODS, INC. (NYSE:SFD)
Smithfield Foods, Inc. (Smithfield) is a hog producer and pork processor company. The Company produces and markets a range of fresh meat and packaged meats products both domestically and across the world. The Company conducts its operations through segments: Fresh Pork, Packaged Meats, Hog Production and International. The Fresh Pork segment consists of its United States fresh pork operations. The Packaged Meats segment consists of its United States packaged meats operations. The Hog Production segment consists of its United States hog production operations. The International segment comprises its meat processing and distribution operations in Poland, Romania and the United Kingdom, its interests in meat processing operations in Western Europe and Mexico, its hog production operations located in Poland and Romania, and its interests in hog production operations in Mexico. The Corporate segment provides management and administrative services to support its other segments.
