Tyson Foods, Inc. (NYSE:TSN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 2, 2017, Tyson Foods, Inc. (the Company) completed its
previously announced public offerings and sale of $300,000,000
aggregate principal amount of its Floating Rate Senior Notes due
2019 (the 2019 Notes), $350,000,000 aggregate principal amount of
its Floating Rate Senior Notes due 2020 (the 2020 Notes and,
together with the 2019 Notes, the Floating Rate Notes),
$1,350,000,000 aggregate principal amount of its 3.550% Senior
Notes due 2027 (the 2027 Notes) and $750,000,000 aggregate
principal amount of its 4.550% Senior Notes due 2047 (the 2047
Notes, and, together with the 2027 Notes, the Fixed Rate Notes
and the Fixed Rate Notes, together with the Floating Rate Notes,
the Notes), to an underwriting agreement (the Underwriting
Agreement), dated May 23, 2017, among the Company and Morgan
Stanley Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner Smith Incorporated and the other underwriters
named therein, which was previously filed as Exhibit 1.1 to the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on May 24, 2017.
The sale of the Notes was made to the Companys Registration
Statement on Form S-3 (Registration No. 333-217775), including a
prospectus supplement dated May 23, 2017 (the Prospectus
Supplement) to the prospectus contained therein dated May 8,
2017, filed by the Company with the SEC, to Rule 424(b)(5) under
the Securities Act of 1933, as amended.
The Company issued the Notes under an indenture dated as of June
1, 1995 (the Base Indenture) between the Company and The Bank of
New York Mellon Trust Company, N.A. (as successor to JPMorgan
Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as
trustee, as supplemented by a supplemental indenture dated as of
June 2, 2017 for each series of Notes (each, a Supplemental
Indenture and, together with the Base Indenture, the Indenture),
each between the Company and The Bank of New York Mellon Trust
Company, N.A., as trustee. The Base Indenture and each
Supplemental Indenture (including the forms of each series of
Notes) are filed as Exhibits 4.1 through 4.9 to this report and
are incorporated herein by reference. The following description
of the Notes and the Indenture is a summary and is not meant to
be a complete description thereof.
The 2019 Notes will bear interest equal to three-month LIBOR plus
0.450%, and the 2020 Notes will bear interest equal to
three-month LIBOR plus 0.550%. The 2027 Notes and the 2047 Notes
will bear interest at fixed rates per annum equal to 3.550% and
4.550%, respectively.
Interest on the 2019 Notes is payable quarterly in arrears on
February 28, May 30, August 30 and November 30 of each year,
commencing on August 30, 2017. Interest on the 2020 Notes is
payable quarterly on March 2, June 2, September 2 and December 2
of each year, commencing on September 2, 2017. Interest on the
2027 Notes and 2047 Notes is payable semi-annually in arrears on
June 2 and December 2 of each year, commencing on December 2,
2017. In each case, interest is payable to the persons in whose
names such Notes are registered at the close of business on the
14th calendar day immediately preceding the applicable
interest payment date (whether or not a business day). Interest
that the Company pays on the maturity date will be paid to the
person to whom the principal will be payable.
The amount of interest payable on the Floating Rate Notes will be
computed on the basis of a 360-day year and the actual number of
days elapsed. The amount of interest payable on the Fixed Rate
Notes will be computed on the basis of a 360-day year of twelve
30-day months.
The 2019 Notes, the 2020 Notes, the 2027 Notes and the 2047 Notes
will mature on May 30, 2019, June 2, 2020, June 2, 2027 and June
2, 2047, respectively.
The Notes are the general senior unsecured obligations of the
Company and will rank equally in right of payment with all of the
Companys other existing and future senior unsecured indebtedness
from time to time outstanding, including all other senior Notes
issued under the Indenture.
The Company may not redeem the Floating Rate Notes prior to
maturity. The Company may redeem each series of Fixed Rate Notes,
in whole or in part, at any time prior to March 2, 2027 in the
case of the 2027 Notes and December 2, 2046 in the case of the
2047 Notes (each, a Par Call Date), at a redemption price equal
to the greater of (i) 100% of the principal amount of the Notes
of the relevant series being redeemed plus accrued and unpaid
interest thereon to the date of redemption; and (ii) the sum of
the remaining scheduled payments of principal of and interest on
such Notes being redeemed (not including any portion of the
payments of interest accrued as of the date of redemption), from
the redemption date to the applicable Par Call Date of such
series of notes being redeemed, discounted to its present value
as of the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at
the applicable Adjusted Treasury Rate (as defined in the relevant
Supplemental Indenture), as determined by the Quotation Agent (as
defined in the relevant Supplemental Indenture), plus 20 basis
points in the case of the 2027 Notes and 25 basis points in the
case of the 2047 Notes, plus, in each case, accrued and unpaid
interest on the principal amount of such Notes being redeemed to
the date of redemption.
At any time on or after the applicable Par Call Date but prior to
the maturity date with respect to each series of Fixed Rate
Notes, the Company may redeem such series of Notes, in whole or
in part, at any time at a redemption price equal to 100% of the
principal amount of the Notes of such series, plus accrued and
unpaid interest thereon to the date of redemption.
The Company intends to use the net proceeds from this offering as
partial consideration for its acquisition of AdvancePierre Foods
Holdings, Inc. (AdvancePierre), as described under the heading
Use of Proceeds in the Prospectus Supplement. If for any reason
the AdvancePierre acquisition is not consummated on or prior to
December 25, 2017 or, if prior to such date, the merger agreement
for the AdvancePierre acquisition is terminated, then in either
case the Company will be required to redeem each series of Notes
in whole at a special mandatory redemption price equal to 101% of
the aggregate principal amount of the applicable series of Notes,
plus accrued and unpaid interest on the principal amount of such
series of the Notes to, but not including, the Special Mandatory
Redemption Date (as defined in the relevant Supplemental
Indenture).
If the Company experiences a Change of Control Triggering Event
(as defined in the relevant Supplemental Indenture) with respect
to a series of Notes, each holder of Notes of such series may
require the Company to purchase such holders Notes at a purchase
price equal to 101% of the aggregate principal amount thereof on
the date of purchase, plus accrued and unpaid interest, if any,
to the date of purchase.
The Indenture includes certain restrictive covenants, including
covenants that limit the ability of the Company and certain of
its subsidiaries to, among other things, incur secured debt,
enter into sale and lease-back transactions and consolidate,
merge or transfer substantially all of the Companys assets to
another entity. The covenants are subject to a number of
important exceptions and qualifications set forth in the
Indenture.
The Indenture contains customary terms, including that upon
certain events of default occurring and continuing, either the
trustee or the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding may declare the
unpaid principal of the Notes and any accrued and unpaid interest
thereon immediately due and payable. In the case of certain
events of bankruptcy, insolvency or reorganization relating to
the Company, the principal amount of the Notes together with any
accrued and unpaid interest thereon will automatically become and
be immediately due and payable.
The foregoing description of the Underwriting Agreement, the
Indenture and the related instruments and transactions associated
therewith does not purport to complete and is subject to, and
qualified in its entirety by, the full text of the agreements and
instruments, each of which is attached hereto as an Exhibit.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that are based on the Companys managements current
expectations. Such forward-looking statements are subject to
certain risks, uncertainties and assumptions, including, without
limitation, prevailing market conditions and other factors.
Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results
may vary materially from those expected. More information about
potential risk factors that could affect the Company and its
results is included in the Companys filings with the SEC.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registration.
The description contained under Item 1.01 above is hereby
incorporated by reference in its entirety into this Item 2.03.
Item 8.01. Other Events.
In connection with the offering of the Notes, as described in
response to Item 1.01 of this Current Report on Form 8-K, the
following exhibits are filed with this Current Report on Form 8-K
and are incorporated by reference herein and into the
Registration Statement: (i) the Underwriting Agreement, (ii) the
Base Indenture, (iii) each Supplemental Indenture, (iv) the form
of note for each series of Notes and (v) the opinion of Davis
Polk Wardwell LLP, and related consent.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
|
Exhibit Number |
Description |
|
| 1.1 |
Underwriting Agreement, dated May 23, 2017 (incorporated herein by reference to Exhibit 1.1 to the Companys Current Report on Form 8-K filed May 24, 2017) |
|
| 4.1 |
Base Indenture, dated June 1, 1995 (incorporated herein by reference to Exhibit 4 to the Companys Registration Statement on Form S-3 filed December 17, 1997 (Commission File No. 333-42525)) |
|
| 4.2 |
Supplemental Indenture, dated June 2, 2017, for the 2019 Notes |
|
| 4.3 | Form of 2019 Note (included in Exhibit 4.2) | |
| 4.4 |
Supplemental Indenture, dated June 2, 2017, for the 2020 Notes |
|
| 4.5 | Form of 2020 Note (included in Exhibit 4.4) | |
| 4.6 |
Supplemental Indenture, dated June 2, 2017, for the 2027 Notes |
|
| 4.7 | Form of 2027 Note (included in Exhibit 4.6) | |
| 4.8 |
Supplemental Indenture, dated June 2, 2017, for the 2047 Notes |
|
| 4.9 | Form of 2047 Note (included in Exhibit 4.8) | |
| 5.1 | Opinion of Davis Polk Wardwell LLP | |
| 23.1 | Consent of Davis Polk Wardwell LLP (included in Exhibit 5.1) |
About Tyson Foods, Inc. (NYSE:TSN)
Tyson Foods, Inc. is a food company, which is engaged in offering chicken, beef and pork, as well as prepared foods. The Company offers food products under Tyson, Jimmy Dean, Hillshire Farm, Sara Lee, Ball Park, Wright, Aidells and State Fair brands. The Company operates through four segments: Chicken, Beef, Pork and Prepared Foods. It operates a vertically integrated chicken production process, which consists of breeding stock, contract growers, feed production, processing, further-processing, marketing and transportation of chicken and related allied products, including animal and pet food ingredients. Through its subsidiary, Cobb-Vantress, Inc. (Cobb), the Company is engaged in supplying poultry breeding stock across the world. It produces a range of fresh, frozen and refrigerated food products. Its products are marketed and sold by its sales staff to grocery retailers, grocery wholesalers, meat distributors, warehouse club stores and military commissaries, among others. Tyson Foods, Inc. (NYSE:TSN) Recent Trading Information
Tyson Foods, Inc. (NYSE:TSN) closed its last trading session down -0.30 at 58.18 with 3,088,568 shares trading hands.