Pilgrim's Pride Corporation announces the early tender results in connection with its previously announced offer to purchase for cash (the "Tender Offer") any and all of the $1.0 billion aggregate principal amount of its 5.750% Senior Notes due 2025 (the "Notes"). The Company also announced receipt of the requisite consents in connection with its previously announced consent solicitation (the "Consent Solicitation") from the holders of the Notes (the "Holders") to the adoption of the Proposed Amendments (as defined below).
The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated March 25, 2021 (the "Offer to Purchase"), previously distributed to Holders.
The Company has been advised that as of 5:00 p.m. (New York City time) on April 7, 2021 (such date and time, the "Early Tender Payment Deadline"), $896,146,000 in aggregate principal amount of the Notes, representing 89.61% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and consents delivered pursuant to the Consent Solicitation. The Company intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline on April 8, 2021 (the "Early Settlement Date").
The total consideration payable to Holders for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the Tender Offer will be $1,021.50 (the "Total Consideration"), plus accrued and unpaid interest up to, but not including the Early Settlement Date. The Total Consideration includes an early tender payment of $30.00 per $1,000 principal amount of Notes (the "Early Tender Payment"), payable only to Holders who validly tender (and do not withdraw) their Notes and validly deliver (and do not revoke) the related consents to the Proposed Amendments at or prior to the Early Tender Payment Deadline.
Pursuant to the Consent Solicitation, the Company solicited consents (the "Consents") from Holders to the proposed amendments (the "Proposed Amendments") to the indenture pursuant to which the Notes were issued (the "Indenture"), which would, among other things, (i) eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture and (ii) reduce the minimum required notice period for the redemption of Notes from at least 30 days to at least three business days prior to the redemption date (maintaining the maximum notice period of 60 days).
In order for the Proposed Amendments to be adopted, Consents must be received in respect of at least a majority of the aggregate outstanding principal amount of the Notes (not including any Notes which are owned by the Company or any of its affiliates) (the "Requisite Consent"). The Company has obtained the Requisite Consent and intends to execute a supplemental indenture (the "Supplemental Indenture") to the Indenture which will effectuate the Proposed Amendments. Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be subject to the terms of the Indenture as amended by the Supplemental Indenture.
Holders who have not yet tendered their Notes have until 11:59 p.m. (New York City time), on April 21, 2021, unless extended by the Company (such time and date, as it may be extended, the "Expiration Time") to tender their Notes pursuant to the Tender Offer. Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will not be entitled to receive the Early Tender Payment and will be entitled to receive only the Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Final Settlement Date (as defined in the Offer to Purchase).
The Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. The Company further reserves the right, in its sole discretion, not to accept any tenders of Notes with respect to the Notes. The Company is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
Barclays Capital Inc. is acting as dealer manager for the Tender Offer and as solicitation agent for the Consent Solicitation and can be contacted at (212) 528-7581 (collect) or (800) 438-3242 (toll-free) with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (866)-796-3441 (toll free), +1 (212) 269-5550 (collect) or [email protected].
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. This press release does not constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries. The Tender Offer and the Consent Solicitation are not being made to, nor will the Company accept tenders of Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction.
This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture. No recommendation is made as to whether Holders should tender their Notes or deliver their Consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.
