Pilgrim’s Pride launches tender for $850 million 5 7/8% notes 2027

By William Gullotti

Buffalo, N.Y., Sept. 27 – Pilgrim's Pride Corp. launched an any-and-all cash tender offer and consent solicitation for its $850 million 5 7/8% senior notes due 2027 (Cusips: 72147KAE8, U72068AD8) on Wednesday, according to a press release, the solicitation document and a 424B5 filing with the Securities and Exchange Commission.

Tender offer

The company is offering a total consideration of $1,016.19 per $1,000 principal amount tendered, which includes an early tender premium of $30 per $1,000 principal amount that is only payable to holders who tender by the early tender deadline.

Notes tendered after the early expiration date will not receive the early tender premium, instead receiving a total consideration of $986.19 per $1,000 principal amount.

In each case, accrued and unpaid interest will also be paid.

Consent solicitation

The consent solicitation proposes, among other things, to amend the notes to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the governing indenture. The solicitation also seeks to reduce the minimum required notice period for redemption from at least 30 days to at least two business days prior to the redemption date.

Tendering noteholders must also consent to the proposed amendments and may not revoke consents without likewise withdrawing tendered notes.

Additional details

The early tender deadline is 5 p.m. ET on Oct. 11, unless otherwise extended, with settlement expected three business days later.

The early tender deadline is expected to also serve as the withdrawal deadline, provided that the requisite consents are received to execute the amendments for the supplemental indenture.

The tender offer will expire at 5 p.m. ET on Oct. 26, unless otherwise extended, likewise with settlement expected three business days later.

The tender offer is subject to certain terms and conditions, including the satisfaction or waiver of a financing condition pertaining to the company’s concurrent offering of $500 million notes due 2034.

Pilgrim’s Pride has also issued a conditional redemption notice for any notes that remain outstanding on Oct. 27, following the consummation or termination of the offers.

The redemption price for the subsequent conditional call will be 101.469, plus accrued and unpaid interest.

The notes were issued in two parts in September 2017 and February 2018.

BMO Capital Markets Corp. (212 702-1840, 833 418-0762) is acting as dealer manager and solicitation agent for the offer.

D.F. King & Co., Inc. (212 269-5550, 866 796-3441, ppc@dfking.com) is the information agent and tender agent.

Pilgrim’s Pride is a Greeley, Colo.-based poultry processor.

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