| Item 1.01 | Entry into a Material Definitive Agreement |
Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant.
On April 19, 2023, Pilgrim’s Pride Corporation, a Delaware corporation (the “Company”), closed the sale of $1.0 billion aggregate principal amount of its 6.250% senior unsecured notes due 2033 (the “Notes”).
The Notes were issued pursuant to an indenture, dated April 19, 2023 (the “Base Indenture”), among the Company, each of its domestic, wholly-owned restricted subsidiaries that guarantee the Company’s U.S. credit facility (the “Guarantors”), and Regions Bank, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated April 19, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a registration statement on Form S-3ASR (No. 333-270754) previously filed with the Securities and Exchange Commission.
The Company used a portion of the net proceeds from the offering to repay the outstanding term loans under its U.S. credit facility. The remaining proceeds will be used for general corporate purposes, including repayment of existing debt.
The Notes are the Company’s unsecured senior obligations and will rank equally with all of the Company’s and the Guarantors’ existing and future unsecured senior debt and rank senior to all of the Company’s and the Guarantors’ existing and future subordinated debt. The Notes and the guarantees will be effectively junior to the Company’s and the Guarantors’ existing and future secured debt to the extent of the value of the collateral securing such debt. The Notes and the guarantees will be structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the Notes.
The foregoing description of the issuance and sale of the Notes and the terms thereof does not purport to be complete and is qualified in its entirety by reference to the Base Indenture and the First Supplemental Indenture, attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference. The form of Note, which is included as part of the First Supplemental Indenture, is filed as Exhibit 4.3 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures under Item 1.01 of this Current Report on Form 8-K relating to the Indenture and the form of Note are also responsive to Item 2.03 of this report and are incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. | | Description |
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| 4.1 | | Base Indenture, dated as of April 19, 2023, among the Company, the Guarantors and Regions Bank (the “Trustee”). |
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| 4.2 | | First Supplemental Indenture, dated as of April 19, 2023, among the Company, the Guarantors and the Trustee. |
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| 4.3 | | Form of Note (included as part of Exhibit 4.2). |
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| 5.1 | | Opinion of White & Case LLP. |
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| 5.2 | | Opinion of Faegre Drinker Biddle & Reath LLP. |
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| 5.3 | | Opinion of Wharton, Aldhizer & Weaver, PLC. |
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| 23.1 | | Consent of White & Case LLC (included as part of Exhibit 5.1). |
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| 23.2 | | Consent of Faegre Drinker Biddle & Reath LLP (included as part of Exhibit 5.2). |
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| 23.3 | | Consent of Wharton, Aldhizer & Weaver, PLC (included as part of Exhibit 5.3). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
