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”), pursuant 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 Company’s 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 pursuant
to the Company’s 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, pursuant 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 14
th
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 Company’s 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 holder’s 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 Company’s
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 Company’s management’s 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 Company’s filings with the SEC.