Pilgrim's Pride Announces Early Tender Results and Receipt of Requisite Consents

GREELEY, Colo., Oct. 11, 2023 /PRNewswire/ -- Pilgrim's Pride Corporation (NASDAQ: PPC) (the "Company") today announced the early tender results in connection with its previously announced offer to purchase for cash (the "Tender Offer") any and all of the $850.0 million aggregate principal amount of its 5.875% Senior Notes due 2027 (the "Notes").  The Company also announced receipt of the requisite consents in connection with its previously announced consent solicitation (the "Consent Solicitation") from the holders of the Notes (the "Holders") to the adoption of the Proposed Amendments (as defined below).

The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated September 27, 2023 (the "Offer to Purchase"), previously distributed to Holders.

The Company has been advised that as of 5:00 p.m. (New York City time) on October 11, 2023 (such date and time, the "Early Tender Payment Deadline"), $812,752,000 aggregate principal amount of the Notes, representing approximately 96% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and consents delivered pursuant to the Consent Solicitation.  The settlement date for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase by the Company is expected to be October 12, 2023 (the "Early Settlement Date").

The total consideration payable to Holders for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the Tender Offer will be $1,016.19 (the "Total Consideration"), plus accrued and unpaid interest up to, but not including the Early Settlement Date.  The Total Consideration includes an early tender payment of $30.00 per $1,000 principal amount of Notes (the "Early Tender Payment"), payable only to Holders who validly tender (and do not withdraw) their Notes and validly deliver (and do not revoke) the related consents to the Proposed Amendments at or prior to the Early Tender Payment Deadline.

Pursuant to the Consent Solicitation, the Company solicited consents (the "Consents") from Holders to the proposed amendments (the "Proposed Amendments") to the indenture pursuant to which the Notes were issued (the "Indenture"), which would, among other things, (i) eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture, and (ii) reduce the minimum required notice period for the redemption of Notes from at least 30 days to at least two business days prior to the redemption date (maintaining the maximum notice period of not more than 60 days).  In order for the Proposed Amendments to be adopted, Consents must be received in respect of a majority of the aggregate outstanding principal amount of the Notes (not including any Notes which are owned by the Company or any of its affiliates) (the "Requisite Consent").  The Company has obtained the Requisite Consent and intends to execute a supplemental indenture (the "Supplemental Indenture") to the Indenture which will effectuate the Proposed Amendments.  Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be subject to the terms of the Indenture as amended by the Supplemental Indenture.

Holders who have not yet tendered their Notes have until 5:00 p.m. (New York City time), on October 26, 2023, unless extended by the Company (such time and date, as it may be extended, the "Expiration Time") to tender their Notes pursuant to the Tender Offer.  Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will not be entitled to receive the Early Tender Payment and will be entitled to receive only the Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Final Settlement Date (as defined in the Offer to Purchase).

The Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase.  In addition, subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. The Company further reserves the right, in its sole discretion, not to accept any tenders of Notes.  The Company is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.

BMO Capital Markets Corp. is acting as dealer manager for the Tender Offer and as solicitation agent for the Consent Solicitation and can be contacted at +1 (212) 702-1840 (collect) or +1 (833) 418-0762 (toll-free) with questions regarding the Tender Offer and the Consent Solicitation.

Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (866) 796-3441 (toll free), +1 (212) 269-5550 (collect) or [email protected].

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country.  No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase.  This press release does not constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries.  The Tender Offer and the Consent Solicitation are not being made to, nor will the Company accept tenders of Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction.  This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture.  No recommendation is made as to whether Holders should tender their Notes or deliver their Consents with respect to the Notes.  Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.

About Pilgrim's Pride

Pilgrim's employs approximately 62,000 people and operates protein processing plants and prepared-foods facilities in 14 U.S. states, Puerto Rico, Mexico, the U.K, the Republic of Ireland and continental Europe. The Company's primary distribution is through retailers and foodservice distributors. For more information, please visit www.pilgrims.com.

Important Notice Regarding Forward-Looking Statements

Statements contained in this press release that state the intentions, plans, hopes, beliefs, anticipations, expectations or predictions of the future of Pilgrim's Pride Corporation and its management are considered forward-looking statements. Without limiting the foregoing, words such as "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "should," "targets," "will" and the negative thereof and similar words and expressions are intended to identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include: the impact of the COVID-19 pandemic, efforts to contain the pandemic and resulting economic downturn on our operations and financial condition, including the risk that our health and safety measures at Pilgrim's Pride production facilities will not be effective, the risk that we may be unable to prevent the infection of our employees at these facilities, and the risk that we may need to temporarily close one or more of our production facilities; the risk that we may experience decreased production and sales due to the changing demand for food products; the risk that we may face a significant increase in delayed payments from our customers; and additional risks related to COVID-19 set forth in our most recent Form 10-K and Form 10-Q filed with the SEC; matters affecting the poultry industry generally; the ability to execute the Company's business plan to achieve desired cost savings and profitability; future pricing for feed ingredients and the Company's products; outbreaks of avian influenza or other diseases, either in Pilgrim's Pride's flocks or elsewhere, affecting its ability to conduct its operations and/or demand for its poultry products; contamination of Pilgrim's Pride's products, which has previously and can in the future lead to product liability claims and product recalls; exposure to risks related to product liability, product recalls, property damage and injuries to persons, for which insurance coverage is expensive, limited and potentially inadequate; management of cash resources; restrictions imposed by, and as a result of, Pilgrim's Pride's leverage; changes in laws or regulations affecting Pilgrim's Pride's operations or the application thereof; new immigration legislation or increased enforcement efforts in connection with existing immigration legislation that cause the costs of doing business to increase, cause Pilgrim's Pride to change the way in which it does business, or otherwise disrupt its operations; competitive factors and pricing pressures or the loss of one or more of Pilgrim's Pride's largest customers; currency exchange rate fluctuations, trade barriers, exchange controls, expropriation and other risks associated with foreign operations; disruptions in international markets and distribution channels, including, but not limited to, the impacts of the Russia-Ukraine conflict; the risk of cyber-attacks, natural disasters, power losses, unauthorized access, telecommunication failures, and other problems on our information systems; and the impact of uncertainties of litigation and other legal matters described in our most recent Form 10-K and Form 10-Q, including the In re Broiler Chicken Antitrust Litigation, as well as other risks described under "Risk Factors" in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings with the Securities and Exchange Commission. The forward-looking statements in this release speak only as of the date hereof, and the Company undertakes no obligation to update any such statement after the date of this release, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.

Disclaimer

This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Company, the dealer manager and solicitation agent, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Tender Offer.

SOURCE Pilgrim's Pride Corporation