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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i2200 West Don Tyson Parkway,
iSpringdale,
iArkansas
i72762-6999
(Address
of Principal Executive Offices)
(Zip Code)
i(479)i290-4000
(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):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
iClass
A Common Stock
Par Value
$i0.10
iTSN
iNew
York Stock Exchange
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 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 i☐
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Revolving Credit Agreement
On September
30, 2021, Tyson Foods, Inc. (the “Company”) entered into a Revolving Credit Agreement with certain subsidiaries of the Company from time to time party thereto as subsidiary borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement”), which refinanced and replaced the Company’s existing Amended and Restated Credit Agreement, dated as of March 14, 2018, among the Company, the subsidiary borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative
agent (the “Refinanced Credit Agreement”). The Refinanced Credit Agreement and all commitments thereunder were terminated effective upon the Company’s entry into the Revolving Credit Agreement.
The Revolving Credit Agreement, among other things, provides for aggregate commitments, on a senior unsecured basis, of $2.25 billion and matures on September 30, 2026, subject to two one-year extension options. Interest on borrowings under the Revolving Credit Agreement will accrue and be payable, at the Company’s option, at an annual rate equal to (a) a reserve-adjusted Eurocurrency rate plus the applicable spread or (b) the alternate base rate plus the applicable spread, each as described below. The Revolving
Credit Agreement contains customary provisions specifying alternative interest rate calculations to be employed at such time as LIBOR ceases to be available as a benchmark for establishing the interest rate on borrowings based on LIBOR. The applicable spread will be the percentage described in the following chart that corresponds to the Company’s corporate credit rating from S&P or Moody’s, as applicable.
Ratings Level Moody’s/S&P
Eurocurrency Spread
ABR Spread
Level
1
A2/A or above
0.805%
0.000%
Level 2
A3/A-
0.910%
0.000%
Level 3
Baa1/BBB+
1.025%
0.025%
Level 4
Baa2/BBB
1.125%
0.125%
Level
5
Baa3/BBB- or below
1.200%
0.200%
The covenants under the Revolving Credit Agreement are generally consistent with those in the Refinanced Credit Agreement and include negative covenants limiting subsidiary indebtedness; liens; swap agreements (with exceptions for certain swap agreements entered into to hedge or mitigate risks to which the Company or a subsidiary has actual exposure); mergers, consolidations, liquidations and dissolutions; transactions with affiliates; asset sales; and changes in lines of business of the Company and its subsidiaries,
in each case subject to certain exceptions. In addition, and consistent with the Refinanced Credit Agreement, the Revolving Credit Agreement requires the Company to maintain a minimum interest expense coverage ratio (consolidated EBITDA to consolidated cash interest expense, each as defined in the Revolving Credit Agreement) of at least 3.50 to 1.0 as of the end of each fiscal quarter (in each case, calculated on a trailing four fiscal quarter basis). Under the Revolving Credit Agreement, consolidated EBITDA includes additional add-backs to net income for certain costs, fees, taxes, losses, charges, write-offs, write-downs and expenses.
The Revolving Credit Agreement contains events of default substantially consistent with those in the Refinanced Credit Agreement, such as non-payment of obligations under other debt facilities, violation of
affirmative or negative covenants, material inaccuracy of representations, non-payment of other material debt, bankruptcy or insolvency, ERISA and certain judgment defaults, change of control and failure of any guarantee to remain in full force and effect.
The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Refinanced
Credit Agreement and all commitments thereunder effective upon the Company’s entry into the Revolving Credit Agreement on September 30, 2021 is hereby incorporated by reference into this Item 1.02. The Refinanced Credit Agreement was previously described under Item 1.01 of the Current Report on Form 8-K filed by the Company on March 20, 2018, which description is hereby incorporated by reference into this Item 1.02.
2
On
September 30, 2021, the Company used cash on hand to repay all outstanding obligations under the Company’s existing Term Loan Agreement, dated as of March 22, 2021 (the “Term Loan Agreement”), with the lenders from time to time party thereto, Bank of America, N.A., as the initial lender and administrative agent, and BofA Securities, Inc., as sole bookrunner and sole lead arranger, pursuant to which there was a $500 million term loan outstanding. Upon such repayment in full of all outstanding obligations under the Term Loan Agreement, the Term Loan Agreement and all commitments thereunder were terminated. The Term Loan Agreement was previously described under Item 1.01 of the Current Report on Form
8-K filed by the Company on March 25, 2021, which description is hereby incorporated by reference into this Item 1.02.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Cover Page Interactive Data File formatted in iXBRL.
3
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.
