Pilgrim’s Pride sees $812.75 million early tenders of 5 7/8% notes; consent bid passes

By Wendy Van Sickle

Columbus, Ohio, Nov. 10 – Pilgrim’s Pride Corp. took in tenders of $812,752,000 notes by the early deadline of its any-and-all cash tender offer and consent solicitation for its $850 million 5 7/8% senior notes due 2027 (Cusips: 72147KAE8, U72068AD8), according to a press release.

The amount of early tenders submitted represented 96% of the outstanding notes and was sufficient to pass the amendments sought by the consent solicitation.

Tender offer

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

Holders tendering notes after the early expiration date were not eligible to receive the early tender premium but were instead to receive a total consideration of $986.19 per $1,000 principal amount.

In each case, accrued interest was also paid.

Consent solicitation

The consent solicitation proposed, 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 sought 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 also had to consent to the proposed amendments and could not revoke consents without likewise withdrawing tendered notes.

Additional details

The early tender deadline was 5 p.m. ET on Oct. 11, with early settlement on Oct. 12.

The tender offer expired at 5 p.m. ET on Oct. 26, but final results were not included in the company news release.

The tender offer was 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 also previously issued a conditional redemption notice for any notes that remained outstanding on Oct. 27.

The redemption price for the subsequent conditional call was to 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) acted as dealer manager and solicitation agent for the offer.

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

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

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