Item 2.04.
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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As previously disclosed by Pilgrims Pride Corporation (the Company) on a Current Report on Form 8-K dated September 11, 2017, on
September 8, 2017, Onix Investments UK Limited, a private limited company incorporated under the laws of England and Wales and wholly-owned subsidiary of the Company (Onix), acquired from JBS S.A., a
sociedade anônima
organized under the laws of the Federative Republic of Brazil, 100% of the issued and outstanding shares of common stock of Granite Holdings S.à r.l., a
société à responsabilité limitée
organized
under the laws of the Grand Duchy of Luxembourg, the holding company that owns Moy Park Holdings (Europe) Ltd., a private company incorporated under the laws of Northern Ireland (Moy Park), owner of the companies that comprise Moy
Parks business based in the United Kingdom (the Acquisition), for an aggregate purchase price of £1.0 billion ($1.3 billion, based on an exchange rate of US$1.3099 per £1.00 on September 8, 2017), consisting
of (on a cash-free, debt-free basis) £230.0 million ($301.3 million) in cash, a £562.5 million ($736.8 million) promissory note issued on September 8, 2017 by Onix, and guaranteed by the Company, to JBS S.A. and the
assumption of certain debt of Moy Park and its subsidiaries, including Moy Park (Bondco) Plcs £300.0 million aggregate principal amount of 6.25% Senior Notes due 2021 issued by Moy Park (Bondco) Plc, a public limited company
incorporated under the laws of Northern Ireland (Bondco) and guaranteed by Moy Park and certain of its subsidiaries (the Moy Park Notes).
As a result of the Acquisition, on October 4, 2017, Bondco initiated an offer to purchase for cash any and all of the outstanding Moy Park Notes, upon
the terms and subject to the conditions set forth in the offer to purchase (the Offer to Purchase) distributed to holders of the Moy Park Notes on October 4, 2017 (the Offer). The Offer was made by Bondco on behalf of
itself and Moy Park, a guarantor under the Moy Park Notes to comply with the indenture, dated as of May 29, 2014 (as amended, the Indenture), among Bondco, the guarantors party thereto, The Bank of New York Mellon, as trustee,
registrar, transfer agent and New York paying agent, The Bank of New York Mellon, London Branch, as principal paying agent, and The Bank of New York Mellon SA/NV, Dublin Branch, as Irish paying agent, under which the Moy Park Notes were issued.
Under the terms of the Indenture, not later than 30 days following any Change of Control (as defined in the Indenture), Bondco is required to make an offer to
repurchase all outstanding Moy Park Notes at a purchase price in pounds sterling equal to 101% of the principal amount of each Moy Park Note repurchased plus accrued and unpaid interest and Additional Amounts (as defined in the Indenture), if any,
thereon, to, but not including, the Settlement Date (as defined below). Since the consummation of the Acquisition constituted a Change of Control (as defined in the Indenture), in accordance with Section 4.09(2) of the Indenture, Bondco made
the Offer on behalf of itself and Moy Park.
The total consideration (the Consideration) for each £1,000 principal amount of Moy Park
Notes validly tendered (and not validly withdrawn) prior to 2:00 p.m., London time, on Thursday, November 2, 2017 (unless extended or earlier terminated by Bondco in its sole discretion, the Expiration Date) will be a price of 101%
of the principal amount of such Moy Park Notes, plus accrued and unpaid interest and Additional Amounts (as defined in the Indenture), if any, on that principal amount to, but not including, the Settlement Date, subject to the terms and conditions
set forth in the Offer to Purchase. No tenders will be valid if submitted after the Expiration Date.
Moy Park Notes purchased pursuant to the Offer are
expected to be paid for within three business days (determined in accordance with the Indenture) following the Expiration Date or as promptly as practicable thereafter (the Settlement Date). Unless Bondco defaults in the payment of the
Consideration, all Moy Park Notes accepted for payment pursuant to the terms and subject to the conditions set forth in the Offer to Purchase will cease to accrue interest after the Settlement Date. Any Moy Park Notes not tendered will continue to
accrue interest.
Forward Looking Statements / Additional Information
This communication contain words, such as believe, intend, estimate, expect, could,
may, will, plan, target, project, potential, predict, forecast, guideline, should, anticipate and similar
expressions, that identify forward-looking statements reflecting the Companys views about future events and financial performance. Words such as believe, could, may, will, anticipate,
plan, expect, intend, target, estimate, project, potential, predict, forecast, guideline, should and similar
expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. Statements that are not historical facts, including statements about the Companys strategy, plans, objectives,
assumptions, prospects, beliefs and expectations, are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. These forward-looking statements are based on current
plans, estimates and projections, and therefore you should not place undue reliance on them. Although the Company believes the assumptions upon which these forward-looking statements are based are
reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Actual results could differ materially and
adversely from those expressed or implied by the forward-looking statements as a result of various factors that may be beyond the Companys control, including but not limited to those described in the Offer to Purchase. These statements speak
only as of their dates, and the Company does not undertake any obligation to update or revise any of them as a result of new information, future events or otherwise.
This communication is neither an offer to purchase nor a solicitation of an offer to sell or buy the Moy Park Notes. Any offer to purchase the Moy Park Notes
will be made solely on the terms and subject to the conditions set forth in the Offer to Purchase directed to holders of the Moy Park Notes.