UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM i 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
i March 8, 2024
i TYSON FOODS, INC.
(Exact name of Registrant as specified in its charter)
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i Delaware
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i 71-0225165
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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i 2200 West Don Tyson Parkway,
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i Springdale, i Arkansas
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i 72762-6999
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(Address of Principal Executive Offices)
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(Zip Code)
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( i 479) i 290-4000
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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i Class A Common Stock Par Value $0.10
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i TSN
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i New York Stock Exchange
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Class B stock is not publicly listed for trade on any exchange or market system. However, Class B stock is convertible into Class A stock on a
share-for-share basis.
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
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If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01. Entry into a Material Definitive Agreement.
On
March 8, 2024, Tyson Foods, Inc. (the
“Company”) completed its previously announced public offerings and sale of $600,000,000
aggregate principal amount of its 5.400% Senior Notes due 2029 (the
“2029 Notes”) and $900,000,000 aggregate principal amount of its 5.700% Senior Notes due 2034 (the
“2034 Notes” and, together with the 2029 Notes, the
“Notes”).
The sale of the Notes was made pursuant to
the Company’s Registration Statement on Form S-3 (Registration No.
333-272538), including a
prospectus supplement dated
February 28, 2024 (the
“Prospectus Supplement”) to the prospectus contained therein dated
June 9, 2023, filed by
the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities
Act of 1933, as amended.
The Company issued the Notes under an
indenture dated as of
June 1, 1995 (the
“Base Indenture”) between
the Company and The Bank of New
York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as trustee (the
“Trustee”), as amended and supplemented by a supplemental
indenture dated as of
March 8, 2024 for each of the
2029 Notes and 2034 Notes (each, a
“Supplemental Indenture” and, together with the Base
Indenture, the
“Indenture”), in each case, by and between
the Company and the Trustee. The Base
Indenture and each Supplemental
Indenture (including the form of
each series of Notes) are filed as Exhibits 4.1 through 4.5 to this report and are
incorporated herein by reference. The following description of the Notes and the
Indenture is a summary and is not meant to be a complete description thereof.
The 2029 Notes and the 2034 Notes will mature on
March 15, 2029 and
March 15, 2034, respectively. The 2029 Notes will bear interest at a
fixed rate per annum equal to 5.400% and the 2034 Notes will bear interest at a fixed rate per annum equal to 5.700%. Interest on the 2029 Notes is payable semiannually in arrears on March 15 and September 15 of each year, commencing on
September
15, 2024, and interest on the 2034 Notes is payable semiannually in arrears on March 15 and September 15 of each year, commencing on
September 15, 2024. In each case, interest is payable to the persons in whose names such Notes are registered at
the close of business on the 14th calendar day immediately preceding the applicable interest payment date (whether or not a business day). The amount of interest payable on the Notes will be computed on the basis of a 360-day year of twelve 30-day
months.
The Notes are the general senior unsecured obligations of
the Company and will rank equally in right of payment with all of
the Company’s
other existing and future senior unsecured indebtedness from time to time outstanding, including all other senior Notes issued under the
Indenture.
The Company may redeem the 2029 Notes or the 2034 Notes, in whole or in part, under the terms provided in the respective Supplemental
Indenture.
The
Indenture includes certain restrictive covenants, including covenants that limit the ability of
the Company and certain of its
subsidiaries to, among other things, incur secured debt, enter into sale and lease-back transactions and consolidate, merge or transfer substantially all of
the Company’s assets to another entity. The covenants are subject to a number of important
exceptions and qualifications set forth in the
Indenture.
The
Indenture contains customary terms, including that upon certain events of default occurring and continuing, either the trustee or the
holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the unpaid principal of the Notes and any accrued and unpaid interest thereon immediately due and payable. In the case of certain events of
bankruptcy, insolvency or reorganization relating to
the Company, the principal amount of the Notes together with any accrued and unpaid interest thereon will automatically become and be immediately due and payable.
The foregoing description of the
Indenture and the related instruments and transactions associated therewith does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of the agreements and instruments, each of which is attached hereto as an Exhibit.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 8.01. Other Events.
In connection with the offering of the Notes, as described in response to Item 1.01 of this Current Report on Form 8-K, the following
exhibits are filed with this Current Report on Form 8-K and are
incorporated by reference herein and into the Registration Statement: (i) the Base
Indenture, (ii) each Supplemental
Indenture, (iii) the form of note for each series of Notes and (iv)
the opinion of Davis Polk & Wardwell LLP and related consent.
Item 9.01. Financial Statements and Exhibits
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Exhibit
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Description
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Opinion of Davis Polk & Wardwell LLP
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) |
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104
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Cover Page Interactive Data File formatted in iXBRL.
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SIGNATURE
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.
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TYSON FOODS, INC.
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By:
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Name:
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Title:
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Executive Vice President and Chief Financial Officer
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