Pilgrim’s Pride Corporation Announces Cash Tender Offer for Up to $250 Million Aggregate Principal Amount of its Outstanding 6.250% Senior Notes Due 2033
| Title of Security | CUSIP/ISIN | Principal Amount Outstanding | Bloomberg Reference Page | Fixed Spread | Early Tender Payment (2)(3) | |||
| 6.250% Senior Notes due 2033 | 72147KAK4/US72147KAK43 |
4.125% UST due |
FIT1 | + 95 bps | ||||
| (1) | The par call date is |
| (2) | Per |
| (3) | The Total Consideration (as defined below) for Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the Fixed Spread and is inclusive of the Early Tender Payment (as defined below). The Total Consideration for the Notes does not include the accrued interest, which will be payable in addition to the Tender Offer Consideration (as defined below) or Total Consideration, as applicable. |
The Tender Offer is being made upon the terms, and subject to the conditions, described in the offer to purchase dated
The Tender Offer for the Notes will expire at
The consideration (the “Total Consideration”) offered per
Notes tendered after the Early Tender Date but prior to or at the Expiration Date will be eligible for purchase only if and to the extent that the aggregate principal amount of Notes that are validly tendered and accepted for purchase in the Tender Offer as of the Early Tender Date is less than the Maximum Tender Amount.
The Company’s obligation to purchase, and to pay for, Notes validly tendered in the Tender Offer and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the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. The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. However, the Tender Offer is subject to the Maximum Tender Amount. The Company reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law. In the event of a termination of the Tender Offer, neither the applicable consideration will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders. The Company has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at any time.
The Company intends to fund the purchase of validly tendered and accepted Notes with cash on hand.
If the conditions of the Tender Offer are satisfied, the Company reserves the right, in its sole discretion, to make payment for Notes validly tendered prior to or at the Early Tender Date and accepted for purchase on an earlier settlement date, which, if applicable, is expected to be within three business days after the Early Tender Date, or as promptly as practicable thereafter. Otherwise, payment for the Notes validly tendered prior to or at the Expiration Date, and accepted for purchase, will be made within three business days after the Expiration Date, or as promptly as practicable thereafter.
Tendered Notes may be withdrawn prior to or at, but not after,
Information Relating to the Tender Offer
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 is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this news release 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 is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes. Holders should (i) carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer, (ii) consult their own investment and tax advisors and (iii) make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to certain risks, uncertainties and assumptions and typically can be identified by the use of words such as “expect,” “estimate,” “should,” “anticipate,” “forecast,” “plan,” “guidance,” “outlook,” “believe” and similar terms. Although the Company believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially.
The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause the Company’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect the Company’s future results included in the Company’s filings with the
About Pilgrim’s
The Company employs approximately 63,000 people and operates protein processing plants and prepared-foods facilities in 14 states,
Contacts:
Investor Relations
Phone: (970) 506 7783
IRPPC@pilgrims.com
Treasurer
Phone: +1 (970) 506-8117
e-mail: JBS.USA@jbssa.com
Pilgrim’s
nikki.richardson@jbssa.com

Pilgrim's Pride Corporation