Smithfield Foods 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2009
SMITHFIELD FOODS, INC.
Registrants telephone number, including area code: (757) 365-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On August 14, 2009, Smithfield Foods, Inc. (the Company) completed its previously announced offering of $225 million aggregate principal amount of its 10% Senior Secured Notes due July 2014 (the Notes). The Notes have been issued at a price equal to 104.0% of their face value, plus accrued interest from July 2, 2009 through August 14, 2009.
The Notes have identical terms and conditions, other than issue date and issue price, as the $625 million of 10% senior secured notes due 2014 issued by the Company on July 2, 2009. The Notes were issued pursuant to the same Indenture, dated as of July 2, 2009, among the Company, substantially all of the Companys U.S. subsidiaries, as guarantors, and U.S. Bank National Association, as trustee and collateral agent (the Indenture), as the previously issued notes, and will vote together as a class with, and form a single series with, the previously issued notes.
The description of the terms of the Indenture and of the Companys 10% senior secured notes due 2014 is incorporated herein by reference to the Form 8-K filed by the Company with the Securities and Exchange Commission (the SEC) on July 8, 2009. The description of the Indenture and the Notes set forth herein and therein is summary in nature and is qualified in its entirety by reference to (i) the full text of the Notes, a form of which is attached hereto as Exhibit 4.2, which is incorporated herein by reference, and (ii) the full text of the Indenture, the Amended and Restated Pledge and Security Agreement, the Pledge and Security Agreement, the Intercreditor Agreement and the Intercreditor and Collateral Agency Agreement, copies of which were attached to the Companys Form 8-K dated July 8, 2009 as Exhibits 4.1, 4.5, 4.6, 4.7 and 4.8, respectively, and which are incorporated herein by reference.
The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.