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): February 13, 2009
SMITHFIELD FOODS, INC.
(Exact name of registrant as specified in its charter)
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):
Amendment of the Euro Credit Facility
Effective February 13, 2009, Smithfield Foods, Inc. (the Company) entered into an amendment and restatement (the Amendment) of its 300 million secured revolving credit facility (the Euro Credit Facility). The Amendment includes the following provisions:
Pursuant to the terms of the Amendment, the interest coverage ratio shall be as follows: 1.6 to 1 for the fiscal quarter ending February 1, 2009; 1.2 to 1 for the fiscal quarter ending May 3, 2009; 1.35 to 1 for the fiscal quarters ending August 2, 2009 and November 1, 2009; and 2.0 to 1 for the fiscal quarter ending January 31, 2010. Pursuant to the original terms of the Euro Credit Facility, the ratio will return to 3.0 to 1 for the fiscal quarter ending May 2, 2010 and thereafter.
As a result of this Amendment and the third amendment of the Companys U.S. Credit Facility, which was previously reported on Form 8-K on February 6, 2009, the Company expects annual interest expense to increase by $20 to $25 million. The Company incurred fees and expenses associated with the two amendments totaling approximately $12 million.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the amendment and restatement of the Euro Credit Facility, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this report are forward-looking as defined by the Private Securities Litigation Reform Act of 1995. These include statements as to the expectation of increased interest expense due to the Amendment and the third amendment of the U.S. Credit Facility. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made as well as predictions as to future facts and conditions the accurate prediction of which may be difficult and involve the assessment of events beyond the control of the Company. Due
to known and unknown risks, actual results may differ materially from expectations or projections. The Company does not undertake any obligations to update any forward-looking statement, whether written or oral, relating to matters discussed in this report.
The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the amounts borrowed under the Euro Credit Facility or the U.S Credit Facility; or other factors that may be referred to in the Companys reports filed with or furnished to the Securities and Exchange Commission from time to time. There can be no assurance that other factors not currently anticipated by the Company will not materially and adversely affect future events. Viewers of this report are cautioned to consider these risks and uncertainties and not to place undue reliance on the forward-looking statements.
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.