Smithfield Foods Announces Pricing of $625 Million Senior Secured Notes Offering

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Fri Jun 26, 2009 7:30am EDT

SMITHFIELD, Va., June 26 /PRNewswire-FirstCall/ -- Smithfield Foods, Inc.
(NYSE: SFD) announced today that it has priced its previously announced
offering of senior secured notes due July 2014. The notes will have an
interest rate of 10% per annum and will be issued at a price equal to 96.201%
of their face value. The Company intends to use the proceeds from the notes
offering to repay borrowings and terminate commitments under its existing U.S.
revolving credit facility, repay and/or refinance other indebtedness and for
other general corporate purposes.

The notes will be offered and sold to qualified institutional buyers in the
United States pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the Securities Act of 1933.

The notes will be guaranteed by substantially all of the U.S. subsidiaries of
the company. The notes and guarantees will be secured by first-priority liens,
subject to permitted liens and exceptions for excluded assets, in
substantially all of the company's and its subsidiary guarantors' fixed
assets, including certain real property, fixtures and equipment and tangible
personal property, and by second-priority liens, subject to permitted liens,
in substantially all of the company's and its subsidiary guarantors' cash and
cash equivalents, certain material intellectual property, the common equity of
the subsidiary guarantors, inventory, accounts receivable and other personal
property relating to such inventory and accounts receivable.

The sale of the notes is expected to be consummated in early July 2009,
subject to market and other conditions, including the consummation of a new $1
billion asset-based credit facility and a new $200.0 million term loan.

The new credit facility will replace the company's existing U.S. revolving
credit facility and will include an option, subject to certain conditions, to
increase available commitments to $1.3 billion in the future. Similar to the
notes, the new credit facility will be guaranteed by substantially all of the
U.S. subsidiaries of the company. The new credit facility will be secured by
first-priority liens, subject to permitted liens and exceptions for excluded
assets, in substantially all of the company's and its subsidiary guarantors'
cash and cash equivalents, certain material intellectual property, the common
equity of substantially all of the U.S. subsidiaries, inventory, accounts
receivable and other personal property relating to such inventory and accounts
receivable and certain other assets, and by second-priority liens, subject to
permitted liens, in the assets in which the notes being offered will have a
first priority lien.

The company also is negotiating a new $200 million term loan expected to
mature in August 2013 to replace its existing $200 million term loan that
matures in August 2011. The new term loan would be guaranteed and secured on
the same basis as the new senior secured notes.

The notes have not been registered under the Securities Act of 1933 or any
state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1933 and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of
an offer to purchase the notes or any other securities, and shall not
constitute an offer, solicitation or sale in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful. This press
release is being issued pursuant to and in accordance with Rule 135c under the
Securities Act of 1933.

Smithfield Foods is the world's largest pork processor and hog producer, with
revenues exceeding $12 billion in fiscal 2009. For more information, visit
www.smithfieldfoods.com.

This news release contains "forward-looking" statements within the meaning of
the federal securities laws. The forward-looking statements includes
statements concerning the Company's outlook for the future, as well as other
statements of beliefs, future plans and strategies or anticipated events, and
similar expressions concerning matters that are not historical facts. The
Company's forward-looking information and statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, the statements. These risks and uncertainties
include the ability to consummate the transactions described in this press
release, availability and prices of live hogs and cattle, raw materials, fuel
and supplies, food safety, livestock disease, live hog production costs,
product pricing, the competitive environment and related market conditions,
the inability to refinance or otherwise amend our existing indebtedness on
terms favorable to us or at all, hedging risk, operating efficiencies, changes
in interest rate and foreign currency exchange rates, access to capital, the
investment performance of the Company's pension plan assets and the
availability of legislative funding relief, the cost of compliance with
environmental and health standards, adverse results from on-going litigation,
actions of domestic and foreign governments, labor relations issues, credit
exposure to large customers, the ability to make effective acquisitions and
successfully integrate newly acquired businesses into existing operations, the
Company's ability to effectively restructure portions of its operations and
achieve cost savings from such restructurings and other risks and
uncertainties described in the Company's Annual Report on Form 10-K for fiscal
2009. Readers are cautioned not to place undue reliance on forward-looking
statements because actual results may differ materially from those expressed
in, or implied by, the statements. Any forward-looking statement that the
Company makes speaks only as of the date of such statement, and the Company
undertakes no obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise. Comparisons of
results for current and any prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such,
and should only be viewed as historical data. 

SOURCE  Smithfield Foods, Inc.

Keira Ullrich of Smithfield Foods, Inc., +1-212-758-2100,
keiraullrich@smithfieldfoods.com
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