SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Pilgrims Pride Corp. – ‘8-K’ for 4/8/21

On:  Friday, 4/9/21, at 4:31pm ET   ·   For:  4/8/21   ·   Accession #:  802481-21-40   ·   File #:  1-09273

Previous ‘8-K’:  ‘8-K’ on 3/26/21 for 3/24/21   ·   Next:  ‘8-K’ on 4/29/21 for 4/28/21   ·   Latest:  ‘8-K’ on / for 2/26/24   ·   15 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/09/21  Pilgrims Pride Corp.              8-K:1,2,7,9 4/08/21   14:44M

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     32K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    423K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     14K 
10: R1          Cover Page                                          HTML     46K 
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
 9: XML         XBRL Instance -- ppc-20210408_htm                    XML     22K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 5: EX-101.CAL  XBRL Calculations -- ppc-20210408_cal                XML      7K 
 6: EX-101.DEF  XBRL Definitions -- ppc-20210408_def                 XML      9K 
 7: EX-101.LAB  XBRL Labels -- ppc-20210408_lab                      XML     68K 
 8: EX-101.PRE  XBRL Presentations -- ppc-20210408_pre               XML     34K 
 4: EX-101.SCH  XBRL Schema -- ppc-20210408                          XSD     12K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
14: ZIP         XBRL Zipped Folder -- 0000802481-21-000040-xbrl      Zip    118K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  ppc-20210408  
 i PILGRIMS PRIDE CORP i 0000802481 i false00008024812021-04-082021-04-08

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 April 8, 2021
PILGRIM'S PRIDE CORPORATION
(Exact Name of registrant as specified in its charter)
 i Delaware i 1-9273 i 75-1285071
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(IRS Employer Identification No.)
 i 1770 Promontory Circle i 80634-9038
 i Greeley i CO(Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: ( i 970)  i 506-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of Exchange on Which Registered
 i Common Stock, Par Value $0.01 i PPC i The Nasdaq Stock Market LLC
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:
 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))
    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.
On April 8, 2021, Pilgrim’s Pride Corporation (the “Company”) completed a sale of $1.0 billion in aggregate principal amount of its 4.250% Sustainability-Linked Senior Notes due 2031 (the “Notes”).
The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to pay (i) the consideration in connection with the any and all cash tender offer (the “Tender Offer”) that the Company launched for its outstanding 5.750% Senior Notes due 2025 (the “2025 Notes”) pursuant to an Offer to Purchase and Consent Solicitation Statement, dated March 25, 2021 (the “Offer to Purchase”) and (ii) the redemption price in connection with the redemption of any 2025 Notes that remain outstanding following the consummation of the Tender Offer.
The Notes were sold in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes were sold only to “qualified institutional buyers” pursuant to Rule 144A of the Securities Act and to certain persons outside the United States pursuant to Regulation S of the Securities Act.
The Notes were issued pursuant to the Indenture dated as of April 8, 2021, by and among the Company, as issuer, Pilgrim’s Pride Corporation of West Virginia, Inc., Gold’N Plump Poultry, LLC, Gold’N Plump Farms, LLC and JFC LLC, as Guarantors, and Regions Bank, as Trustee (the Indenture). The Indenture provides, among other things, that the Notes will bear interest at a rate of 4.250% per annum and, from the Interest Rate Step Up Date (as defined in the Indenture), at a rate of 4.500% per annum, unless the Company has notified the Trustee that the Sustainability Performance Target (as defined in the Indenture) has been satisfied, as confirmed by the External Verifier (as defined in the Indenture).
The Company will pay interest on the Notes semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021. The Notes will mature on April 15, 2031. The Notes are guaranteed on a senior unsecured basis by the Guarantors. The Notes and related guarantees are unsecured senior obligations of the Company and Guarantors and rank equally with all of the Company’s and Guarantors’ other unsubordinated indebtedness.
The Notes and the Indentures also contain customary covenants and events of default, including failure to pay principal or interest on the Notes when due, among others.
The foregoing description of the material terms of the Indentures are qualified in its entirety by reference to the Indenture, which is attached to this Current Report on Form 8-K as Exhibit 4.1 and incorporated herein by reference.
Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated herein by reference.
Item 7.01    Regulation FD Disclosure.
On April 8, 2021, the Company issued a press release announcing the closing of the sale of the Notes. The Company is furnishing herewith, and incorporating by reference herein, as Exhibit 99.1, attached hereto, a copy of the press release.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Exhibit 99.1 contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
4.1
99.1




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.
 PILGRIM’S PRIDE CORPORATION
 
Date: April 9, 2021/s/ Matt Galvanoni
 Matt Galvanoni
 
Senior Vice President and Chief Financial Officer


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/15/31
10/15/21
Filed on:4/9/214
For Period end:4/8/21
3/25/21
 List all Filings 


15 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/27/24  JBS B.V.                          F-4/A                  5:6.4M                                   Donnelley … Solutions/FA
 3/27/24  JBS S.A.                          F-4                  175:69M                                    EdgarAgents LLC/FA
 3/27/24  JBS S.A.                          20-F       12/31/23  198:43M                                    EdgarAgents LLC/FA
 2/27/24  Pilgrim’s Pride Corp.             10-K       12/31/23  137:21M
 9/01/23  JBS B.V.                          F-4/A                 10:9.6M                                   Donnelley … Solutions/FA
 7/13/23  JBS S.A.                          F-4/A                  4:34M                                    EdgarAgents LLC/FA
 7/12/23  JBS B.V.                          F-4                   15:9.2M                                   Donnelley … Solutions/FA
 6/21/23  JBS B.V.                          DRS/A7/12/23    5:9.1M                                   Donnelley … Solutions/FA
 5/19/23  JBS S.A.                          F-4                   42:49M                                    EdgarAgents LLC/FA
 2/09/23  Pilgrim’s Pride Corp.             10-K       12/25/22  136:21M
12/23/22  Pilgrim’s Pride Corp.             S-4                   16:2.4M                                   Donnelley … Solutions/FA
 2/18/22  Pilgrim’s Pride Corp.             10-K       12/26/21  131:23M
10/28/21  Pilgrim’s Pride Corp.             10-Q        9/26/21  100:17M
 7/29/21  Pilgrim’s Pride Corp.             10-Q        6/27/21   96:45M
 4/29/21  Pilgrim’s Pride Corp.             10-Q        3/28/21   95:13M
Top
Filing Submission 0000802481-21-000040   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 3:49:13.3pm ET