Smithfield Foods Announces $500 Million Senior Secured Notes Offering and Begins Arrangement of a New $1 Billion Credit Facility

SMITHFIELD, Virginia, June 25, 2009 /PRNewswire-FirstCall via COMTEX/ -- Smithfield Foods, Inc. /quotes/comstock/13*!sfd/quotes/nls/sfd (SFD 13.14, -0.16, -1.20%) announced today that it is initiating an offering, subject to market and other conditions, of $500 million of senior secured notes due 2014. The company intends to use the proceeds from the notes offering to repay certain indebtedness and for other general corporate purposes.
The notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933. The notes will be guaranteed by substantially all of the U.S. subsidiaries of the company. The notes and guarantees will be secured by first-priority liens, subject to permitted liens and exceptions for excluded assets, in substantially all of the company's and its subsidiary guarantors' fixed assets, including certain real property, fixtures and equipment and tangible personal property, and by second-priority liens, subject to permitted liens, in substantially all of the company's and its subsidiary guarantors' cash and cash equivalents, certain material intellectual property, the common equity of the subsidiary guarantors, inventory, accounts receivable and other personal property relating to such inventory and accounts receivable.
The Company also has begun arranging a new $1 billion asset-based credit facility. The new credit facility will replace the company's existing U.S. revolving credit facility and will include an option, subject to certain conditions, to increase available commitments to $1.3 billion in the future. Similar to the notes, the new credit facility will be guaranteed by substantially all of the U.S. subsidiaries of the company. The new credit facility will be secured by first-priority liens, subject to permitted liens and exceptions for excluded assets, in substantially all of the company's and its subsidiary guarantors' cash and cash equivalents, certain material intellectual property, the common equity of substantially all of the U.S. subsidiaries, inventory, accounts receivable and other personal property relating to such inventory and accounts receivable and certain other assets, and by second-priority liens, subject to permitted liens, in the assets in which the notes being offered will have a first priority lien.
The Company also is negotiating a new $200 million term loan expected to mature in August 2013 to replace its existing $200 million term loan that matures in August 2011. The new term loan would be guaranteed and secured on the same basis as the new senior secured notes.
The sale of the notes and closing of the new credit facility and new term loan are expected to be consummated in early July 2009, subject to market and other customary conditions.
The notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state laws.

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