Tender Offer and Consent Solicitation
SPRINGDALE, Ark., June 6, 2012 (GLOBE NEWSWIRE) -- Tyson Foods, Inc. (NYSE:TSN) (the "Company") announced today that it has commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 10.50% Senior Notes due 2014 (the "Notes") and a solicitation of consents to certain proposed amendments to the indenture (the "Indenture") governing the Notes (the "Consent Solicitation"). The proposed amendments would eliminate substantially all of the restrictive covenants as well as various events of default and related provisions.
The Tender Offer and the Consent Solicitation are scheduled to expire at 11:59 p.m., New York City time, on June 12, 2012 unless extended or earlier terminated.
Holders who validly tender their Notes and deliver their consent to the proposed amendments to the Indenture before 11:59 p.m., New York City time, on June 12, 2012, will be eligible to receive $1,166.25 for each $1,000 principal amount of Notes. Holders may not tender their Notes pursuant to the Tender Offer without delivering consents or deliver consents without tendering their Notes.
Tendered Notes may not be withdrawn and the related consents may not be revoked, except as may be required by applicable law. Completion of the Tender Offer is subject to certain market and other conditions, including the completion by the Company of an offering of senior notes on terms and conditions satisfactory to the Company. Settlement of the Tender Offer is expected to occur on June 13, 2012, promptly after expiration of the Tender Offer.
In anticipation of the Tender Offer, and effective upon the issuance of the new senior notes, the Company amended its senior credit agreement to permit the redemption of the Notes, the issuance of the new senior notes, and to modify certain financial covenants. Pursuant to the amendment, the Company additionally agreed to a springing lien which would result in the senior credit agreement outstandings becoming secured by substantially all of the Company's and its domestic subsidiaries' current assets if the Company fails to maintain certain existing credit ratings.
The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated June 6, 2012 (the "Offer to Purchase") and the related Letter of Transmittal and Consent, copies of which may be obtained from D.F. King & Co., Inc., the tender and information agent for the Tender Offer, at (800) 769-4414 (U.S. toll free) or, for banks and brokers, (212) 269-5550. The complete terms and conditions of the senior credit agreement amendment are described in the Company's Current Report on Form 8-K filed on June 6, 2012 with the Securities and Exchange Commission.
The Company has engaged Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC to act as the dealer managers and solicitation agents in connection with the Tender Offer and the Consent Solicitation. Questions regarding the terms of the Tender Offer and the Consent Solicitation may be directed to Barclays Capital Inc., at (800) 438-3242 (toll-free) and (212) 528-7581 (collect).
About Tyson Foods
Tyson Foods, Inc., founded in 1935 with headquarters in Springdale, Arkansas, is one of the world's largest processors and marketers of chicken, beef and pork, the second-largest food production company in the Fortune 500 and a member of the S&P 500. The company produces a wide variety of protein-based and prepared food products and is the recognized market leader in the retail and foodservice markets it serves. The Company provides products and services to customers throughout the United States and more than 130 countries. The company has approximately 115,000 Team Members employed at more than 400 facilities and offices in the United States and around the world. Through its Core Values, Code of Conduct and Team Member Bill of Rights, the Company strives to operate with integrity and trust and is committed to creating value for its shareholders, customers and Team Members. The company also strives to be faith-friendly, provide a safe work environment and serve as stewards of the animals, land and environment entrusted to it.
The Tyson Foods, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3224
Forward-Looking Statements
This release includes forward-looking statements as well as historical information. These forward-looking statements may include statements relating to domestic and international growth and cattle supplies. Actual results may vary. Factors that could cause actual results to differ from those in the forward-looking statements include, but are not limited to: consumer demand and perceptions; the availability of raw materials; customer requests and requirements; and the ability to compete in products and prices in a competitive industry.
CONTACT: Media Contact: Gary Mickelson, 479-290-6111
Investor Contact: Jon Kathol, 479-290-4235
Tyson Foods, Inc.