Smithfield Foods Announces Plans to Refinance Existing Bank Credit Facilities

SMITHFIELD, Va., Jan. 20, 2017 -- Smithfield Foods, Inc. (the “Company”) today announced it intends to refinance certain of its existing credit facilities, in connection with its previous announcement to refinance its existing senior notes with the proceeds of a proposed $1.4 billion offering of senior unsecured notes, as part of a wider refinancing plan.

The Company is seeking to refinance its inventory-based revolving credit facility and the Rabobank term loan, which was prepaid in full on December 30, 2016, with a new senior credit facility (the “Senior Credit Facilities”).  It is anticipated that the Senior Credit Facilities will consist of a $1.0 billion senior unsecured revolving credit facility and a $500.0 million senior unsecured term loan A facility.  The Company has received commitments from a number of lenders for the full amount of the Senior Credit Facilities, subject to customary conditions, and expects to close the Senior Credit Facilities in February. 

The Company expects that the Senior Credit Facilities will be guaranteed by its existing and future direct and indirect material domestic subsidiaries and by its parent, WH Group Limited, and that the revolving credit facility and the term loan A facility will mature five years after the closing date of the Senior Credit Facilities. The Company may designate certain of its subsidiaries to be borrowers under the revolving credit facility. 

The Company expects that the credit agreement governing the Senior Credit Facilities will contain customary representations, warranties and covenants, including, but not limited to specified restrictions on liens, indebtedness, mergers and other fundamental changes, sales of assets, payments of dividends and other distributions, changes in the nature of the business and transactions with affiliates.  It also expects that such credit agreement will require it to comply with the following financial covenants:  (a) consolidated funded debt to consolidated capitalization ratio will not be greater than 50.0% and (b) consolidated EBITDA to consolidated interest expense ratio of not less than 3.50:1.00, in each case calculated on a quarterly basis for each consecutive four quarter period.  The Company expects that such credit agreement will also contain customary events of default and related cure provisions. The Company also expects that it will have the ability to prepay the Senior Credit Facilities in whole or in part at any time without premium or penalty, subject to reimbursement of breakage and redeployment costs.

The specific timing, structure and terms of such refinancing have not yet been finalized and there can be no assurance that the Company will be able to consummate the closing of the Senior Credit Facilities on the terms as expected or at all.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Cautionary Statement on Forward-Looking Language

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this release. The forward-looking information may include 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 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 availability and prices of livestock, raw materials and supplies, livestock costs, livestock disease, food safety, product pricing, the competitive environment and related market conditions, ability to make and successfully integrate acquisitions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards, adverse results from ongoing litigation and actions of domestic and foreign governments. These forward-looking statements represent the Company’s judgment as of the date of this press release. The Company disclaims, however, any intent or obligation to update these forward-looking statements. There can be no assurance that the proposed transactions will be completed as anticipated or at all.

Keira Lombardo
Smithfield Foods, Inc.
(757) 365-3050
[email protected]