Current Report Filing (8-k)

PILGRIM’S PRIDE CORPORATION

Date: August 13, 2021

/s/ Matthew Galvanoni

Matthew Galvanoni

Senior Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2021

PILGRIM’S PRIDE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-9273	75-1285071
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1770 Promontory Circle, Greeley CO 80634

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 970-506-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of Exchange

on Which Registered

Common Stock, Par Value $0.01

PPC

The Nasdaq Stock Market LLC

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On August 12, 2021, the board of directors (the “Board”) of Pilgrim’s Pride Corporation (the “Company”) received an unsolicited proposal (the “Proposal”) from its majority stockholder JBS S.A. (“JBS”) to acquire all of the outstanding shares of common stock of the Company not already owned by JBS or its subsidiaries for a purchase price of $26.50 per share, subject to certain conditions. A copy of the Proposal is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Board will be forming a special committee of the Board to review and evaluate the Proposal. There is no assurance that the Proposal will result in the consummation of the transaction contemplated by the Proposal or any other transaction.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number


99.1		Proposal Letter, dated as of August 12, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.