Item 1.01 Entry into a Material Definitive Agreement.
On April 8, 2021, Pilgrim’s Pride Corporation (the “Company”) completed a sale of $1.0 billion in aggregate principal amount of its 4.250% Sustainability-Linked Senior Notes due 2031 (the “Notes”).
The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to pay (i) the consideration in connection with the any and all cash tender offer (the “Tender Offer”) that the Company launched for its outstanding 5.750% Senior Notes due 2025 (the “2025 Notes”) pursuant to an Offer to Purchase and Consent Solicitation Statement, dated March 25, 2021 (the “Offer to Purchase”) and (ii) the redemption price in connection with the redemption of any 2025 Notes that remain outstanding following the consummation of the Tender Offer.
The Notes were sold in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes were sold only to “qualified institutional buyers” pursuant to Rule 144A of the Securities Act and to certain persons outside the United States pursuant to Regulation S of the Securities Act.
The Notes were issued pursuant to the Indenture dated as of April 8, 2021, by and among the Company, as issuer, Pilgrim’s Pride Corporation of West Virginia, Inc., Gold’N Plump Poultry, LLC, Gold’N Plump Farms, LLC and JFC LLC, as Guarantors, and Regions Bank, as Trustee (the “Indenture”). The Indenture provides, among other things, that the Notes will bear interest at a rate of 4.250% per annum and, from the Interest Rate Step Up Date (as defined in the Indenture), at a rate of 4.500% per annum, unless the Company has notified the Trustee that the Sustainability Performance Target (as defined in the Indenture) has been satisfied, as confirmed by the External Verifier (as defined in the Indenture).
The Company will pay interest on the Notes semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021. The Notes will mature on April 15, 2031. The Notes are guaranteed on a senior unsecured basis by the Guarantors. The Notes and related guarantees are unsecured senior obligations of the Company and Guarantors and rank equally with all of the Company’s and Guarantors’ other unsubordinated indebtedness.
The Notes and the Indentures also contain customary covenants and events of default, including failure to pay principal or interest on the Notes when due, among others.
The foregoing description of the material terms of the Indentures are qualified in its entirety by reference to the Indenture, which is attached to this Current Report on Form 8-K as Exhibit 4.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 8, 2021, the Company issued a press release announcing the closing of the sale of the Notes. The Company is furnishing herewith, and incorporating by reference herein, as Exhibit 99.1, attached hereto, a copy of the press release.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Exhibit 99.1 contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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4.1
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Indenture, dated as of April 8, 2021 among the Company, as issuer, Pilgrim’s Pride Corporation of West Virginia, Inc., Gold’N Plump Poultry, LLC, Gold’N Plump Farms, LLC and JFC LLC, as Guarantors, and Regions Bank, as Trustee.
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99.1
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