Tyson Foods, Inc. (the “Company”) (NYSE:TSN) announced today that
it has agreed to sell $300 million aggregate principal amount of
its Floating Rate Senior Notes due 2019 (the “2019 notes”), $350
million aggregate principal amount of its Floating Rate Senior
Notes due 2020 (the “2020 notes”), $1,350 million aggregate
principal amount of its 3.55% Senior Notes due 2027 (the “2027
notes”) and $750 million aggregate principal amount of its 4.55%
Senior Notes due 2047 (the “2047 notes”) in underwritten public
offerings under its effective shelf registration statement. The
2019 notes will bear interest, reset quarterly, equal to
three-month LIBOR plus 45 basis points and the 2020 notes will bear
interest, reset quarterly, equal to three-month LIBOR plus 55 basis
points. The offerings are expected to close on June 2, 2017,
subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offerings,
together with cash on hand, borrowings under new term loans and the
issuance of commercial paper or commercial notes, to finance the
previously announced acquisition of AdvancePierre Foods Holdings,
Inc. (“AdvancePierre”), including to repay in full AdvancePierre’s
outstanding 5.50% senior notes due 2024, to repay AdvancePierre’s
outstanding first lien term loan and to make certain other payments
in connection with such acquisition.
Morgan Stanley, J.P. Morgan, BofA Merrill Lynch, Barclays and
RBC Capital Markets are acting as joint lead book running managers
for the offerings. Rabo Securities is acting as senior co-manager
for the offerings. The co-managers for the offerings are Credit
Agricole CIB, Goldman Sachs & Co. LLC, Mizuho Securities, MUFG,
US Bancorp and Wells Fargo Securities.
The offerings may be made only by means of a prospectus
supplement and the accompanying prospectus. Copies of the
preliminary prospectus supplement and accompanying prospectus
relating to these offerings may be obtained from Morgan Stanley
& Co. LLC, 180 Varick Street, 2nd Floor, New York, New
York 10014, Attention: Prospectus Department, J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, New York, 10179,
Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone
collect at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner &
Smith Incorporated, 200 North College Street, 3rd Floor, Charlotte,
NC 28255, Attention: Prospectus Department, or by emailing
dg.prospectus_requests@baml.com. You may also get these documents
for free by visiting EDGAR on the website of the Securities and
Exchange Commission (the “SEC”) at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities, in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Tyson Foods
Tyson Foods, Inc., with headquarters in Springdale, Arkansas, is
one of the world’s largest food companies with leading brands such
as Tyson®, Jimmy Dean®, Hillshire Farm®, Sara Lee®, Ball Park®,
Wright®, Aidells® and State Fair®. It’s a recognized market leader
in beef, pork and chicken, as well as prepared foods, including
bacon, breakfast sausage, turkey, lunchmeat, hot dogs, pizza crusts
and toppings, and tortillas. The Company supplies retail and
foodservice customers throughout the United States and
approximately 115 countries. The Company was founded in 1935 by
John W. Tyson, whose family has continued to lead the business with
his son, Don Tyson, guiding the Company for many years and
grandson, John H. Tyson, serving as the current chairman of the
board of directors. The Company currently has approximately 114,000
Team Members employed at more than 400 facilities and offices in
the United States and around the world. Through its Core Values,
Code of Conduct and Team Member Bill of Rights, the Company strives
to operate with integrity and trust and is committed to creating
value for its shareholders, customers and Team Members. The Company
also strives to be faith-friendly, provide a safe work environment
and serve as stewards of the animals, land and environment
entrusted to it.
Forward-Looking Statements
This press release contains forward-looking statements that are
based on the Company’s management’s current expectations. Such
statements include plans, projections and estimates regarding the
use of proceeds from the proposed offerings. Such forward-looking
statements are subject to certain risks, uncertainties and
assumptions, including 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 Company’s filings with
the SEC. The term “including,” and any variation thereof, means
“including, without limitation.”
Important Information for Investors and Security
Holders
This communication is not an offer to buy or the solicitation of
an offer to sell any securities of AdvancePierre. A solicitation
and an offer to buy shares of AdvancePierre common stock is being
made pursuant to a Tender Offer Statement (including an offer to
purchase, a related letter of transmittal and other offer
documents) that DVB Merger Sub, Inc., a wholly owned subsidiary of
Tyson, has filed with the SEC. AdvancePierre has also filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Investors and stockholders are urged
to read the Tender Offer Statement (including an offer to purchase,
a related letter of transmittal and other offer documents) and the
Solicitation/Recommendation Statement on Schedule 14D-9, as well as
other documents filed with the SEC, because they contain important
information. The Tender Offer Statement and
Solicitation/Recommendation Statement on Schedule 14D-9 have been
sent free of charge to AdvancePierre stockholders and these and
other materials filed with the SEC may also be obtained from
AdvancePierre by contacting the Investor Relations Department at
(513) 372-9338 or ir@advancepierre.com or from AdvancePierre’s
website, http://investors.advancepierre.com. In addition, all of
these materials (and all other documents filed with the SEC) will
be available at no charge from the SEC through its website at
www.sec.gov.
Tyson Media Contact
Gary Mickelson
479-290-6111
gary.mickelson@tyson.com
Tyson Investor Contact
Jon Kathol
479-290-4235
Jon.kathol@tyson.com
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