Basisstatistiken
| LEI | CVTIPZRZJC0JQEZLL598 |
| CIK | 91388 |
SEC Filings
SEC Filings (Chronological Order)
| June 3, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): June 02, 2026 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission Fi |
|
| April 28, 2026 |
Smithfield Foods Reports Record First Quarter Fiscal 2026 Results •Disciplined Execution on Clear Strategic Priorities Drives Profitable Growth in a Dynamic Operating Environment •Strong Balance Sheet and Cash Flows Support Investments in Long-Term Growth and Shareholder Value Creation SMITHFIELD, Va. |
|
| April 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): April 28, 2026 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission F |
|
| April 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-15321 SMITHFIELD FOODS, INC. |
|
| April 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| April 20, 2026 |
1 2025 A N N UA L R E PORT2 $15.5Bn Fiscal 2025 Sales $1.3Bn Fiscal 2025 Operating Profit #2 Market Position by Volume 1 for Branded Packaged Meats Across 25 Categories $46Bn Total Addressable U.S. Packaged Meats Market 2 S M ITH F I E LD AT A G L AN CE 1. Based on branded retail volume (pounds sold) across 25 key packaged meats categories in which we participate for the 52-week period ended Decem |
|
| April 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definiti |
|
| March 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-15321 SMITHFIELD FOODS, INC. |
|
| March 24, 2026 |
SMITHFIELD FOODS, INC. SUBSIDIARY LIST Exhibit 21.1 SMITHFIELD FOODS, INC. SUBSIDIARY LIST Name of Subsidiary: Jurisdiction of Organization: Ag Protein, Inc. North Carolina American Skin Food Group LLC North Carolina Beef Liquidation Corp. Delaware Brown’s Realty Partnership North Carolina Carroll’s Realty Partnership North Carolina Celsus Biopharmaceuticals, Inc. Delaware Celsus Glycoscience, Inc. Delaware Champ, LLC Delaware Clougher |
|
| March 24, 2026 |
SMITHFIELD FOODS, INC. COMPENSATION RECOVERY POLICY Exhibit 97 SMITHFIELD FOODS, INC. COMPENSATION RECOVERY POLICY Smithfield Foods, Inc., a Virginia corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance wi |
|
| March 24, 2026 |
Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Smithfield Foods, Inc., (which we sometimes refer to as “we”, “us”, “Smithfield” or “our company”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. General Our authorized capital stock cons |
|
| March 24, 2026 |
SMITHFIELD FOODS, INC. Insider Trading Policy Exhibit 19 SMITHFIELD FOODS, INC. Insider Trading Policy 1.Purpose. This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Smithfield Foods, Inc. (together with its subsidiaries, “Smithfield” or the “Company”). The Company has adopted this Policy to promote compliance by persons subject to this Policy with applicable laws that prohibit cer |
|
| March 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): March 24, 2026 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission F |
|
| March 24, 2026 |
Smithfield Foods Reports Record Fiscal 2025 Results Smithfield Foods Reports Record Fiscal 2025 Results •Delivering on Strategy Commitments in Defining First Year Post-IPO •Achieved Annual Operating Profit of $1. |
|
| January 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): January 20, 2026 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission |
|
| January 21, 2026 |
Smithfield Foods to Acquire Iconic Hot Dog Brand Nathan’s Famous Exhibit 99.1 2 0 0 C O M M E R C E S T. S M I T H F I E L D, V I R G I N I A 2 3 4 3 0 PRESS RELEASE Smithfield Foods to Acquire Iconic Hot Dog Brand Nathan’s Famous ● Secures Rights to Sell and Market Iconic All-Beef Hot Dog Brand into Perpetuity ● Strengthens Ability to Grow Nathan’s Famous Brand Across Retail and Foodservice Channels ● Transaction Immediately Accretive SMITHFIELD, Va., January |
|
| January 21, 2026 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SMITHFIELD FOODS, INC. BOARDWALK MERGER SUB INC. and NATHAN’S FAMOUS, INC. January 20, 2026 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 13 ARTICLE 2 THE MERGER 16 Section 2.01 The Closing 14 Section 2.02 The Merger 14 Section 2.03 Conversion |
|
| October 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-15321 SMITHFIELD FOODS, INC. |
|
| October 28, 2025 |
Smithfield Foods Reports Record Third Quarter Results Smithfield Foods Reports Record Third Quarter Results SMITHFIELD, Va., October 28, 2025 - Smithfield Foods, Inc. (Nasdaq: SFD), an American food company and an industry leader in value-added packaged meats and fresh pork, today reported results for its fiscal 2025 third quarter ended September 28, 2025. Third Quarter Fiscal 2025 Financial Highlights •Net sales of $3.7 billion, up 12.4% from the th |
|
| October 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): October 28, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission |
|
| September 5, 2025 |
19,531,698 Shares Smithfield Foods, Inc. Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-290000 PROSPECTUS 19,531,698 Shares Smithfield Foods, Inc. Common Stock SFDS UK Holdings Limited, or the selling shareholder, an indirect wholly owned subsidiary of our parent company, WH Group Limited, or WH Group, is offering 19,531,698 shares of our common stock, or the firm shares. We will not receive any proceeds from the sale of stock by |
|
| September 4, 2025 |
As filed with the Securities and Exchange Commission on September 4, 2025. As filed with the Securities and Exchange Commission on September 4, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smithfield Foods, Inc. (Exact name of registrant as specified in its charter) Virginia 2013 52-0845861 (State or other jurisdiction of incorporation or organization) |
|
| September 4, 2025 |
X0101 EFFECT 33 LIVE 2025-09-04 16:00:00 S-1 0000091388 SMITHFIELD FOODS INC 333-290000 |
|
| September 4, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Smithfield Foods, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, |
|
| September 3, 2025 |
[●] Shares SMITHFIELD FOODS, INC. COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT [●], 2025 Exhibit 1.1 [●] Shares SMITHFIELD FOODS, INC. COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT [●], 2025 [●], 2025 Morgan Stanley & Co. LLC BofA Securities, Inc. Barclays Capital Inc. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Barclays Capital Inc. 745 7th Avenue New York, New York 10019 Ladies and Gen |
|
| September 3, 2025 |
As filed with the Securities and Exchange Commission on September 3, 2025. As filed with the Securities and Exchange Commission on September 3, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smithfield Foods, Inc. (Exact name of registrant as specified in its charter) Virginia 2013 52-0845861 (State or other jurisdiction of incorporation or organization) |
|
| September 3, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Smithfield Foods, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, |
|
| September 3, 2025 |
Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 September 3, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue Re: Smithfield Foods, Inc. Registration Statement on Form S-1 (File No. 333-290000) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule |
|
| September 3, 2025 |
September 3, 2025 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Donahue Re: Smithfield Foods, Inc. Registration Statement Filed on Form S-1 File No. 333-290000 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several u |
|
| August 26, 2025 |
August 26, 2025 C. Shane Smith Chief Executive Officer SMITHFIELD FOODS INC 200 Commerce Street Smithfield, Virginia 23430 Re: SMITHFIELD FOODS INC Draft Registration Statement on Form S-1 Submitted August 20, 2025 CIK No. 0000091388 Dear C. Shane Smith: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement |
|
| August 20, 2025 |
Confidential Treatment Requested by Smithfield Foods, Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Treatment Requested by Smithfield Foods, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on August 20, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smithfield Foods, Inc. (Exact name of registrant as spe |
|
| August 12, 2025 |
Smithfield Foods’ Strategy Execution and Agile Business Model Drive Strong Second Quarter Results Smithfield Foods’ Strategy Execution and Agile Business Model Drive Strong Second Quarter Results SMITHFIELD, Va. |
|
| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-15321 SMITHFIELD FOODS, INC. |
|
| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): August 12, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission |
|
| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): July 22, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission Fi |
|
| July 24, 2025 |
pnc-smithfieldxomnibusam EXECUTION VERSION OMNIBUS AMENDMENT This OMNIBUS AMENDMENT (this “Amendment”), dated as of July 22, 2025, is the: (i) SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, among Smithfield Receivables Funding LLC, a Delaware limited liability company (the “Borrower”), Smithfield Foods, Inc. |
|
| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): June 05, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission Fi |
|
| April 29, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): April 29, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission F |
|
| April 29, 2025 |
SMITHFIELD FOODS REPORTS STRONG YEAR-OVER-YEAR PROFIT GROWTH IN THE FIRST QUARTER OF FISCAL 2025 SMITHFIELD FOODS REPORTS STRONG YEAR-OVER-YEAR PROFIT GROWTH IN THE FIRST QUARTER OF FISCAL 2025 SMITHFIELD, Va. |
|
| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-15321 SMITHFIELD FOODS, INC. |
|
| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definiti |
|
| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission |
|
| April 18, 2025 | ||
| March 25, 2025 |
Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Smithfield Foods, Inc., (which we sometimes refer to as “we”, “us”, “Smithfield” or “our company”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. General Our authorized capital stock cons |
|
| March 25, 2025 |
SMITHFIELD FOODS REPORTS STRONG FOURTH QUARTER AND FISCAL YEAR 2024 RESULTS LED BY PACKAGED MEATS SEGMENT SMITHFIELD, Va. |
|
| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-15321 SMITHFIELD FOODS, INC. |
|
| March 25, 2025 |
Smithfield Foods, Inc. Insider Trading Policy. Exhibit A SMITHFIELD FOODS, INC. (the “Company”) Guidelines for Rule 10b5-1 Trading Plans These Guidelines for Rule 10b5-1 Trading Plans should be read in conjunction with the Company’s Insider Trading Policy (the “Insider Trading Policy”). Specifically, Section 4 of the Insider Trading Policy provides that transactions made pursuant to an approved Trading Plan (as defined below) will not be subje |
|
| March 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): March 25, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission F |
|
| March 25, 2025 |
Smithfield Foods, Inc. Compensation Recovery Policy. Exhibit 97 SMITHFIELD FOODS, INC. COMPENSATION RECOVERY POLICY Smithfield Foods, Inc., a Virginia corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance wi |
|
| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): March 03, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission F |
|
| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): February 12, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commissio |
|
| February 12, 2025 |
Exhibit 10.1 Execution Version Published Deal CUSIP Number: 83224VAT4 Published US Dollar Revolving Credit Facility CUSIP Number: 83224VAU1 Published Multicurrency Revolving Credit Facility CUSIP Number: 83224VAV9 CREDIT AGREEMENT Dated as of February 12, 2025 among SMITHFIELD FOODS, INC., as Borrower, CERTAIN SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line L |
|
| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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): January 29, 2025 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 001-15321 52-0845861 (State or other jurisdiction of incorporation) (Commission |
|
| January 29, 2025 |
Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SMITHFIELD FOODS, INC. ARTICLE I The name of the corporation is Smithfield Foods, Inc. (the “Corporation”). ARTICLE II The Corporation’s purpose is to engage in any lawful business not required by law to be specifically stated in these Amended and Restated Articles of Incorporation (these “Articles”). ARTICLE III The Corporation shall h |
|
| January 29, 2025 |
, Inc. Employee Stock Purchase Plan. Exhibit 10.2 SMITHFIELD FOODS, INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Smithfield Foods, Inc., Employee Stock Purchase Plan (this “Plan”) is to provide an opportunity to Eligible Employees of the Company and its Designated Subsidiaries to acquire a stock ownership interest in the Company. The Company intends for this Plan to qualify as an “employee stock purchase p |
|
| January 29, 2025 |
mithfield Foods, Inc. Omnibus Incentive Plan. Exhibit 10.1 SMITHFIELD FOODS, INC. OMNIBUS INCENTIVE PLAN ARTICLE I. PURPOSE The purpose of this Smithfield Foods, Inc., Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by aligning employee and stockholder interests through the grant to Eligible Individuals of cash and equity-based incentives in order to attract, retain, |
|
| January 29, 2025 |
Amended and Restated Bylaws of Smithfield Foods, Inc., effective as of January 29, 2025. Exhibit 3.2 AMENDED AND RESTATED BYLAWS of SMITHFIELD FOODS, INC. ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors |
|
| January 29, 2025 |
26,086,958 Shares Smithfield Foods, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-284141 Prospectus 26,086,958 Shares Smithfield Foods, Inc. Common Stock This is the initial public offering of common stock of Smithfield Foods, Inc. We are offering 13,043,479 shares of our common stock, and SFDS UK Holdings Limited (the “selling shareholder”), an indirect wholly owned subsidiary of our parent company, WH Gro |
|
| January 28, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Smithfield Foods, Inc. |
|
| January 28, 2025 |
As filed with the Securities and Exchange Commission on January 28, 2025 Registration No. |
|
| January 28, 2025 |
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. |
|
| January 28, 2025 |
Free Writing Prospectus dated January 27, 2025 Preliminary Prospectus dated January 21, 2025 Registration Statement No. |
|
| January 27, 2025 |
The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations January 27, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on January 23, 2025, The Nasdaq Stock Market LLC (the "Exchange") recei |
|
| January 23, 2025 |
January 23, 2025 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Fullem Re: Smithfield Foods, Inc. Registration Statement Filed on Form S-1, as amended File No. 333-284141 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of |
|
| January 23, 2025 |
Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 January 23, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: Smithfield Foods, Inc. Registration Statement on Form S-1, as amended (File No. 333-284141) Request for Acceleration of Effective Dat |
|
| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SMITHFIELD FOODS, INC. |
|
| January 22, 2025 |
Free Writing Prospectus dated January 21, 2025 Preliminary Prospectus dated January 21, 2025 Registration Statement No. |
|
| January 21, 2025 |
Form of Smithfield Foods, Inc., Omnibus Incentive Plan Stock Option Award Notice and Agreement. Exhibit 10.11 SMITHFIELD FOODS, INC. OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD NOTICE Pursuant to the terms and conditions of the Smithfield Foods, Inc., Omnibus Incentive Plan (as it may be amended or restated from time to time, the “Plan”), Smithfield Foods, Inc., a Virginia corporation (the “Company”), hereby grants to the individual listed below (the “Participant”) the right and option to purc |
|
| January 21, 2025 |
January 21, 2025 Page 1 January 21, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N. |
|
| January 21, 2025 |
Form of Underwriting Agreement. Exhibit 1.1 [●] Shares SMITHFIELD FOODS, INC. COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT [●], 2025 [], 2025 Morgan Stanley & Co. LLC BofA Securities, Inc. Goldman Sachs & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and |
|
| January 21, 2025 |
ncorporation of the Registrant, dated as of Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SMITHFIELD FOODS, INC. ARTICLE I NAME The name of the corporation is Smithfield Foods, Inc. (the “Corporation”). ARTICLE II SHARES Section 1. Number. The number of shares that the Corporation shall have authority to issue is 1,000 shares of Common Stock, no par value per share (“Common Stock”). Section 2. Voting. Each share of Common St |
|
| January 21, 2025 |
by and between the Registrant and WH Group Exhibit 4.6 SHAREHOLDERS AGREEMENT by and between SMITHFIELD FOODS, INC. and WH GROUP LIMITED Dated as of January 21, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 ARTICLE II . REPRESENTATIONS AND WARRANTIES 9 2.1 Representations and Warranties of WHG 9 2.2 Representations and Warranties of the Company 9 ARTICLE |
|
| January 21, 2025 |
Exhibit 10.15 SMITHFIELD FOODS, INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE Pursuant to the terms and conditions of the Smithfield Foods, Inc., Omnibus Incentive Plan (as it may be amended or restated from time to time, the “Plan”), Smithfield Foods, Inc., a Virginia corporation (the “Company”), hereby grants to the individual listed below (the “Participant”) the number of restr |
|
| January 21, 2025 |
As filed with the Securities and Exchange Commission on January 21, 2025. Table of Contents As filed with the Securities and Exchange Commission on January 21, 2025. |
|
| January 21, 2025 |
Form of Amended and Restated Articles of Incorporation of the Registrant. Exhibit 3.2 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SMITHFIELD FOODS, INC. ARTICLE I The name of the corporation is Smithfield Foods, Inc. (the “Corporation”). ARTICLE II The Corporation’s purpose is to engage in any lawful business not required by law to be specifically stated in these Amended and Restated Articles of Incorporation (these “Articles”). ARTICLE III The Corporation shall h |
|
| January 21, 2025 |
Smithfield Foods, Inc. Executive Severance Plan. Exhibit 10.18 SMITHFIELD FOODS, INC. EXECUTIVE SEVERANCE PLAN (Effective January 16, 2025) Smithfield Foods, Inc., a Virginia corporation (“Smithfield”), has adopted this Executive Severance Plan (the “Severance Plan”) for the benefit of certain senior executive employees of Smithfield to help Smithfield attract and retain qualified employees, secure certain executive commitments to Smithfield, al |
|
| January 21, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Smithfield Foods, Inc. |
|
| January 21, 2025 |
Exhibit 10.13 SMITHFIELD FOODS, INC. OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD NOTICE Pursuant to the terms and conditions of the Smithfield Foods, Inc., Omnibus Incentive Plan (as it may be amended or restated from time to time, the “Plan”), Smithfield Foods, Inc., a Virginia corporation (the “Company”), hereby grants to the individual listed below (the “Participant”) the right and option to purc |
|
| January 21, 2025 |
Exhibit 10.17 JOHN MORRELL & COMPANY DEFERRED COMPENSATION PLAN 2009 AMENDED & RESTATED Table of Contents Article I Purpose and Application of Amended and Restated Plan Article II Participation 2.01 Eligibility 5 2.02 Participation in the Plan 5 Article III Compensation Deferred 3.01 Amount of Deferral 7 3.02 Establishment of Account 7 3.03 Maintenance of Account 7 3.04 Statement of Deferred Compe |
|
| January 21, 2025 |
Form of Indemnification Agreement among the Registrant and its directors and executive officers. Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of [•], by and between Smithfield Foods, Inc., a Virginia corporation (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as a director or officer unless they are provided with adequate indemnification aga |
|
| January 21, 2025 |
mended and Restated Bylaws of the Registrant, dated as of September 26, 20 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF SMITHFIELD FOODS, INC. (Effective September 26, 2013) ARTICLE I OFFICES The Corporation may have such offices, either within or without the Commonwealth of Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time. ARTICLE II SHAREHOLDERS Section 1. Annual Meeting. Unless directors are elected by |
|
| January 21, 2025 |
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT by and between SMITHFIELD FOODS, INC. AND SFDS UK HOLDINGS LIMITED Dated as of January 21, 2025 TABLE OF CONTENTS Page ARTICLE I INTRODUCTORY MATTERS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 ARTICLE II REGISTRATION RIGHTS 4 2.1 Demand Registrations 4 2.2 Piggyback Registrations 6 2.3 Registration Limitations 7 ARTIC |
|
| January 21, 2025 |
Exhibit 10.10 SMITHFIELD FOODS, INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purpose of this Smithfield Foods, Inc., Employee Stock Purchase Plan (this “Plan”) is to provide an opportunity to Eligible Employees of the Company and its Designated Subsidiaries to acquire a stock ownership interest in the Company. The Company intends for this Plan to qualify as an “employee stock purchase |
|
| January 21, 2025 |
Form of Amended and Restated Bylaws of the Registrant. Exhibit 3.4 AMENDED AND RESTATED BYLAWS of SMITHFIELD FOODS, INC. ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors |
|
| January 21, 2025 |
Exhibit 10.9 SMITHFIELD FOODS, INC. OMNIBUS INCENTIVE PLAN ARTICLE I. PURPOSE The purpose of this Smithfield Foods, Inc., Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by aligning employee and stockholder interests through the grant to Eligible Individuals of cash and equity-based incentives in order to attract, retain, |
|
| January 21, 2025 |
Exhibit 10.14 SMITHFIELD FOODS, INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE Pursuant to the terms and conditions of the Smithfield Foods, Inc., Omnibus Incentive Plan (as it may be amended or restated from time to time, the “Plan”), Smithfield Foods, Inc., a Virginia corporation (the “Company”), hereby grants to the individual listed below (the “Participant”) the number of restr |
|
| January 21, 2025 |
Smithfield Foods, Inc. Executive Nonqualified Excess Plan Exhibit 10.16 THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT THE EXECUTIVE NONQUALIFIED EXCESS PLAN Section 1. Purpose: By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation |
|
| January 21, 2025 |
Exhibit 10.12 SMITHFIELD FOODS, INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE Pursuant to the terms and conditions of the Smithfield Foods, Inc., Omnibus Incentive Plan (as it may be amended or restated from time to time, the “Plan”), Smithfield Foods, Inc., a Virginia corporation (the “Company”), hereby grants to the individual listed below (the “Participant”) the number of restr |
|
| January 13, 2025 |
January 13, 2025 C. Shane Smith President and Chief Executive Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Re: Smithfield Foods, Inc. Registration Statement on Form S-1 Filed January 6, 2025 File No. 333-284141 Dear C. Shane Smith: We have reviewed your registration statement and have the following comment(s). Please respond to this letter by amending your registration s |
|
| January 6, 2025 |
January 6, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N. |
|
| January 6, 2025 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Smithfield Foods, Inc. of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board |
|
| January 6, 2025 |
Exhibit 10.6 EXECUTION VERSION FIFTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of December 22, 2022 AMONG SMITHFIELD FOODS, INC., SFFC, INC., SMITHFIELD SUPPORT SERVICES CORP., SMITHFIELD FRESH MEATS SALES CORP., SMITHFIELD FRESH MEATS CORP., SMITHFIELD DIRECT, LLC, SMITHFIELD BIOSCIENCE, INC. AND SMITHFIELD PACKAGED MEATS SALES CORP. AS ORIGINATORS, AND SMITHFIELD RECEIVABLES FUNDI |
|
| January 6, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Smithfield Foods, Inc. |
|
| January 6, 2025 |
Exhibit 10.4 Execution Version FIFTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT DATED AS OF DECEMBER 22, 2022 AMONG SMITHFIELD RECEIVABLES FUNDING LLC, AS BORROWER, SMITHFIELD FOODS, INC., AS SERVICER, THE LENDERS, L/C PARTICIPANTS AND CO-AGENTS FROM TIME TO TIME PARTY HERETO, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS A LETTER OF CREDIT ISSUER, PNC BANK, NATIONAL ASSOCIATION, AS ADMI |
|
| January 6, 2025 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Smithfield Foods, Inc. of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board |
|
| January 6, 2025 |
Exhibit 10.7 EXECUTION VERSION MASTER RECEIVABLES PURCHASE AGREEMENT among SMITHFIELD RECEIVABLES FUNDING LLC, as Seller, SMITHFIELD FOODS, INC., as Servicer, THE BUYERS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Dated as of December 22, 2022 TABLE OF CONTENTS Page 1. Sale and Purchase 1 (a) Sales of Receivables 1 (b) Additional Funding of Purchase |
|
| January 6, 2025 |
Exhibit 10.5 EXECUTION VERSION OMNIBUS AMENDMENT This OMNIBUS AMENDMENT (this “Amendment”), dated as of November 22, 2024, is the: (i) FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, among Smithfield Receivables Funding LLC, a Delaware limited liability company (the “Borrower”), Smithfield Foods, Inc., a Virginia corporation, (“Smithfield”), as initial servicer (the “S |
|
| January 6, 2025 |
Exhibit 4.3 EXECUTION VERSION SMITHFIELD FOODS, INC., as Issuer, the Subsidiary Guarantors listed on the signature pages hereto, $500,000,000 3.000% Senior Notes due 2030 INDENTURE Dated as of September 15, 2020 U.S. Bank National Association, as Trustee Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 14 SECTION 1.0 |
|
| January 6, 2025 |
Consent of Marie T. Gallagher. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Smithfield Foods, Inc. of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board |
|
| January 6, 2025 |
Exhibit 4.2 EXECUTION VERSION SMITHFIELD FOODS, INC., as Issuer, the Subsidiary Guarantors listed on the signature pages hereto, $400,000,000 5.200% Senior Notes due 2029 INDENTURE Dated as of April 1, 2019 U.S. Bank National Association, as Trustee Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 14 SECTION 1.03. Ru |
|
| January 6, 2025 |
Consent of Raymond A. Starling. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Smithfield Foods, Inc. of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board |
|
| January 6, 2025 |
As filed with the Securities and Exchange Commission on January 6, 2025. As filed with the Securities and Exchange Commission on January 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smithfield Foods, Inc. (Exact name of registrant as specified in its charter) Virginia 2013 52-0845861 (State or other jurisdiction of incorporation or organization) (P |
|
| January 6, 2025 |
Exhibit 10.1 Execution Version Published Deal CUSIP Number: 83224VAQ0 Published US Dollar Revolving Credit Facility CUSIP Number: 83224VAR8 Published Multicurrency Revolving Credit Facility CUSIP Number: 83224VAS6 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 21, 2021 among SMITHFIELD FOODS, INC., as Borrower, CERTAIN SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrat |
|
| January 6, 2025 |
Exhibit 4.1 EXECUTION VERSION SMITHFIELD FOODS, INC., as Issuer, the Subsidiary Guarantors listed on the signature pages hereto, $600,000,000 4.250% Senior Notes due 2027 INDENTURE Dated as of February 1, 2017 U.S. Bank National Association, as Trustee 1 Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 13 SECTION 1.0 |
|
| January 6, 2025 |
Exhibit 4.4 EXECUTION VERSION SMITHFIELD FOODS, INC., as Issuer, the Subsidiary Guarantors listed on the signature pages hereto, $500,000,000 2.625% Senior Notes due 2031 INDENTURE Dated as of September 13, 2021 U.S. Bank National Association, as Trustee Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 14 SECTION 1.0 |
|
| January 6, 2025 |
Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1, dated as of May 19, 2023 (this “Amendment”), is entered into by and among SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”), the other Loan Parties party hereto, the Consenting Lenders (as defined below), the other Lenders (as defined below) party hereto, and BANK OF AMERICA, N.A., as administrati |
|
| January 6, 2025 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Smithfield Foods, Inc. of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board |
|
| January 6, 2025 |
Subsidiaries of the Registrant. Exhibit 21.1 SMITHFIELD FOODS, INC. SUBSIDIARY LIST Name of Subsidiary: Jurisdiction of Organization: Ag Protein, Inc. North Carolina American Skin Food Group LLC North Carolina Beef Liquidation Corp. Delaware Brown’s Realty Partnership North Carolina Carroll’s Realty Partnership North Carolina Celsus Biopharmaceuticals, Inc. Delaware Celsus Glycoscience, Inc. Delaware Champ, LLC Delaware Clougher |
|
| January 6, 2025 |
Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 (this “Agreement”), dated as of June 28, 2024, is entered into by BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). RECITALS WHEREAS, SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”) has entered into the Second Amended and Restated Credit Agreement, dated as of May 21, 2 |
|
| December 20, 2024 |
December 20, 2024 C. Shane Smith President and Chief Executive Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Re: Smithfield Foods, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted December 13, 2024 CIK No. 0000091388 Dear C. Shane Smith: We have reviewed your amended draft registration statement and have the following comment(s). Please respond t |
|
| December 13, 2024 |
Exhibit 10.4 EXECUTION VERSION SMITHFIELD FOODS, INC., as Issuer, the Subsidiary Guarantors listed on the signature pages hereto, $500,000,000 3.000% Senior Notes due 2030 INDENTURE Dated as of September 15, 2020 U.S. Bank National Association, as Trustee Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 14 SECTION 1. |
|
| December 13, 2024 |
Exhibit 10.10 EXECUTION VERSION OMNIBUS AMENDMENT This OMNIBUS AMENDMENT (this “Amendment”), dated as of November 22, 2024, is the: (i) FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, among Smithfield Receivables Funding LLC, a Delaware limited liability company (the “Borrower”), Smithfield Foods, Inc., a Virginia corporation, (“Smithfield”), as initial servicer (the “ |
|
| December 13, 2024 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT Exhibit 10.8 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 (this “Agreement”), dated as of June 28, 2024, is entered into by BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). RECITALS WHEREAS, SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”) has entered into the Second Amended and Restated Credit Agreement, dated as of May 21, 2 |
|
| December 13, 2024 |
Exhibit 10.9 Execution Version FIFTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT DATED AS OF DECEMBER 22, 2022 AMONG SMITHFIELD RECEIVABLES FUNDING LLC, AS BORROWER, SMITHFIELD FOODS, INC., AS SERVICER, THE LENDERS, L/C PARTICIPANTS AND CO-AGENTS FROM TIME TO TIME PARTY HERETO, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS A LETTER OF CREDIT ISSUER, PNC BANK, NATIONAL ASSOCIATION, AS ADMI |
|
| December 13, 2024 |
Exhibit 10.2 EXECUTION VERSION SMITHFIELD FOODS, INC., as Issuer, the Subsidiary Guarantors listed on the signature pages hereto, $600,000,000 4.250% Senior Notes due 2027 INDENTURE Dated as of February 1, 2017 U.S. Bank National Association, as Trustee 1 Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 13 SECTION 1. |
|
| December 13, 2024 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.7 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1, dated as of May 19, 2023 (this “Amendment”), is entered into by and among SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”), the other Loan Parties party hereto, the Consenting Lenders (as defined below), the other Lenders (as defined below) party hereto, and BANK OF AMERICA, N.A., as administrati |
|
| December 13, 2024 |
Exhibit 10.12 EXECUTION VERSION MASTER RECEIVABLES PURCHASE AGREEMENT among SMITHFIELD RECEIVABLES FUNDING LLC, as Seller, SMITHFIELD FOODS, INC., as Servicer, THE BUYERS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Dated as of December 22, 2022 TABLE OF CONTENTS Page 1. Sale and Purchase 1 (a) Sales of Receivables 1 (b) Additional Funding of Purchas |
|
| December 13, 2024 |
December 13, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N. |
|
| December 13, 2024 |
Exhibit 10.11 EXECUTION VERSION FIFTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of December 22, 2022 AMONG SMITHFIELD FOODS, INC., SFFC, INC., SMITHFIELD SUPPORT SERVICES CORP., SMITHFIELD FRESH MEATS SALES CORP., SMITHFIELD FRESH MEATS CORP., SMITHFIELD DIRECT, LLC, SMITHFIELD BIOSCIENCE, INC. AND SMITHFIELD PACKAGED MEATS SALES CORP. AS ORIGINATORS, AND SMITHFIELD RECEIVABLES FUND |
|
| December 13, 2024 |
Exhibit 10.3 EXECUTION VERSION SMITHFIELD FOODS, INC., as Issuer, the Subsidiary Guarantors listed on the signature pages hereto, $400,000,000 5.200% Senior Notes due 2029 INDENTURE Dated as of April 1, 2019 U.S. Bank National Association, as Trustee Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 14 SECTION 1.03. R |
|
| December 13, 2024 |
Confidential Treatment Requested by Smithfield Foods, Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Treatment Requested by Smithfield Foods, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on December 13, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smithfield Foods, Inc. (Exact name of registrant as s |
|
| December 13, 2024 |
Exhibit 10.5 EXECUTION VERSION SMITHFIELD FOODS, INC., as Issuer, the Subsidiary Guarantors listed on the signature pages hereto, $500,000,000 2.625% Senior Notes due 2031 INDENTURE Dated as of September 13, 2021 U.S. Bank National Association, as Trustee Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 14 SECTION 1. |
|
| December 13, 2024 |
Exhibit 10.6 Execution Version Published Deal CUSIP Number: 83224VAQ0 Published US Dollar Revolving Credit Facility CUSIP Number: 83224VAR8 Published Multicurrency Revolving Credit Facility CUSIP Number: 83224VAS6 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 21, 2021 among SMITHFIELD FOODS, INC., as Borrower, CERTAIN SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrat |
|
| December 2, 2024 |
December 2, 2024 C. Shane Smith President and Chief Executive Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Re: Smithfield Foods, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted November 18, 2024 CIK No. 0000091388 Dear C. Shane Smith: We have reviewed your amended draft registration statement and have the following comment(s). Please respond to |
|
| November 18, 2024 |
SMITHFIELD FOODS, INC. SUBSIDIARY LIST Exhibit 21.1 SMITHFIELD FOODS, INC. SUBSIDIARY LIST Name of Subsidiary: Jurisdiction of Organization: Ag Protein, Inc. North Carolina American Skin Food Group LLC North Carolina Beef Liquidation Corp. Delaware Brown’s Realty Partnership North Carolina Carroll’s Realty Partnership North Carolina Celsus Biopharmaceuticals, Inc. Delaware Celsus Glycoscience, Inc. Delaware Champ, LLC Delaware Clougher |
|
| November 18, 2024 |
Confidential Treatment Requested by Smithfield Foods, Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Treatment Requested by Smithfield Foods, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on November 18, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smithfield Foods, Inc. (Exact name of registrant as s |
|
| November 18, 2024 |
CONFIDENTIAL TREATMENT REQUESTED BY SMITHFIELD FOODS, INC. CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. November 18, 2024 United States Securities and |
|
| November 1, 2024 |
November 1, 2024 C. Shane Smith President and Chief Executive Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Re: Smithfield Foods, Inc. Draft Registration Statement on Form S-1 Submitted October 4, 2024 CIK No. 0000091388 Dear C. Shane Smith: We have reviewed your draft registration statement and have the following comments. Please respond to this letter by providing the r |
|
| October 4, 2024 |
Confidential Treatment Requested by Smithfield Foods, Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Treatment Requested by Smithfield Foods, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on October 4, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Smithfield Foods, Inc. (Exact name of registrant as spe |
|
| October 26, 2016 |
SFD / Smithfield Foods Inc 10-Q - Quarterly Report - Q3 2016 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 2, 2016 COMMISSION FILE NUMBER 1-15321 SMITHFIELD FOODS, INC. 200 Commerce Street Smithfield, Virginia 23430 (757) 365-3000 Virginia 52-0845861 (State of Incorporation) (I.R.S. Employer Ident |
|
| August 16, 2016 |
SFD / Smithfield Foods Inc 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2016 COMMISSION FILE NUMBER 1-15321 SMITHFIELD FOODS, INC. 200 Commerce Street Smithfield, Virginia 23430 (757) 365-3000 Virginia 52-0845861 (State of Incorporation) (I.R.S. Employer Identifi |
|
| August 16, 2016 |
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT EXHIBIT 10.1 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Amendment No. 2 to Second Amended and Restated Credit and Security Agreement, dated as of April 30, 2016 (this “Second Amendment”) is by and among Smithfield Receivables Funding LLC, a Delaware limited liability company (“Borrower”), Smithfield Foods, Inc., a Virginia corporation (“Smithfield”), as initi |
|
| May 2, 2016 |
SFD / Smithfield Foods Inc 10-K/A - Annual Report - 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the twelve months ended : January 3, 2016 Commission file number: 1-15321 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 52-0845861 (State or other jurisdiction of incor |
|
| April 28, 2016 |
SFD / Smithfield Foods Inc 10-Q - Quarterly Report - 10-Q 10-Q 1 q1201610-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2016 COMMISSION FILE NUMBER 1-15321 SMITHFIELD FOODS, INC. 200 Commerce Street Smithfield, Virginia 23430 (757) 365-3000 Virginia 52-0845861 (State of Incorporatio |
|
| March 29, 2016 |
SFD / Smithfield Foods Inc 10-K - Annual Report - 10-K 10-K 1 a201510k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the twelve months ended : January 3, 2016 Commission file number: 1-15321 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 52-0845861 (State or other jurisdiction of |
|
| March 29, 2016 | ||
| February 6, 2015 |
February 6, 2015 Smithfield Foods ANNOUNCES EARLY TENDER DATE RESULTS SMITHFIELD, Va. |
|
| February 6, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): February 6, 2015 SMITHFIELD FOODS, INC. |
|
| February 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): November 2, 2014 SMITHFIELD FOODS, INC. |
|
| January 23, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 offertopurchasenotesjan2015.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): January 23, 2015 SMITHFIELD FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Virginia 1-15321 52-0845861 (State or Other Juri |
|
| January 23, 2015 |
SMITHFIELD FOODS ANNOUNCES TENDER OFFERS January 23, 2015 SMITHFIELD FOODS ANNOUNCES TENDER OFFERS SMITHFIELD, Va., Jan. 23, 2015 - Smithfield Foods, Inc. (“Smithfield”) today announced that it has commenced cash tender offers (the “Tender Offers”) for its 7.750% Senior Notes due 2017 (CUSIP No. 832248 AQ1) (the “2017 Notes”), its 5.250% Senior Notes due 2018 (CUSIP Nos. 86680W AA3 and U86598 AA4) (the “2018 Notes”), its 5.875% Senior No |
|
| November 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): November 7, 2014 SMITHFIELD FOODS, INC. |
|
| November 7, 2014 |
FOR IMMEDIATE RELEASE Smithfield Foods Reports Record Third Quarter and Nine Month 2014 Results Company Delivers Third Consecutive Record Quarter As Part of WH Group’s Global Platform SMITHFIELD, Virginia (November 7, 2014)-Smithfield Foods, Inc. |
|
| November 7, 2014 |
FOR IMMEDIATE RELEASE Smithfield Foods Reports Record Third Quarter and Nine Month 2014 Results Company Delivers Third Consecutive Record Quarter As Part of WH Group’s Global Platform SMITHFIELD, Virginia (November 7, 2014)-Smithfield Foods, Inc. |
|
| November 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2014 SMITHFIELD FOODS, INC. |
|
| August 11, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 q2newfy14earningsrelease8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): August 11, 2014 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 1-15321 52-0845861 (State or other juris |
|
| August 11, 2014 |
FOR IMMEDIATE RELEASE Smithfield Foods Reports Record Second Quarter and First Half Results Positive Industry Fundamentals, Organic Growth and Ongoing Collaboration with WH Group Yields Strong Earnings Growth SMITHFIELD, Virginia (August 11, 2014)-Smithfield Foods, Inc. |
|
| June 12, 2014 |
morganstanleyleveragedfi MORGAN STANLEY LEVERAGED FINANCE CONFERENCE Kenneth M. Sullivan Chief Financial Officer June 12, 2014 2 FORWARD-LOOKING STATEMENTS This presentation contains "forward-looking" statements within the meaning of the federal securities laws. The forward-looking statements include statements concerning our outlook for the future, as well as other statements of beliefs, future p |
|
| June 12, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): June 12, 2014 SMITHFIELD FOODS, INC. |
|
| May 14, 2014 |
FOR IMMEDIATE RELEASE Smithfield Foods Reports Record First Quarter Results Benefits from Strategic Merger with WH Group Begin to Emerge SMITHFIELD, Virginia (May 14, 2014)-Smithfield Foods, Inc. |
|
| May 14, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 q1newfy14earningsrelease8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): May 14, 2014 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 1-15321 52-0845861 (State or other jurisdic |
|
| April 28, 2014 |
Amendment #1 to Form 10-KT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| March 20, 2014 |
SMITHFIELD FOODS, INC. NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT Exhibit 10.11(b) SMITHFIELD FOODS, INC. NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT THIS AGREEMENT is made by and between Smithfield Foods, Inc., a Virginia corporation (“Smithfield”) and Robert W. Manly IV (the “Executive”) as of the date below. WHEREAS, Smithfield entered into an Agreement and Plan of Merger with Shuanghui International Holdings Limited, a corporation formed under th |
|
| March 20, 2014 |
SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT EX-10.3(D) 2 fy201310ktex103d.htm EXHIBIT 10.3(D) Exhibit 10.3(d) SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of January 16, 2014 (this "Amendment"), is among SMITHFIELD FOODS, INC., a Virginia corporation (the "Borrower"), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW |
|
| March 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: April 29, 2013 to December 29, 2013 Commission file number: 1-15321 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 52-0845861 (State or other jurisdiction of |
|
| March 20, 2014 |
SMITHFIELD FOODS, INC. NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT Exhibit 10.11(c) SMITHFIELD FOODS, INC. NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT THIS AGREEMENT is made by and between Smithfield Foods, Inc., a Virginia corporation (“Smithfield”) and Dennis H. Treacy (the “Executive”) as of the date below. WHEREAS, Smithfield entered into an Agreement and Plan of Merger with Shuanghui International Holdings Limited, a corporation formed under the |
|
| March 20, 2014 |
SMITHFIELD FOODS, INC. RETENTION BONUS PLAN Exhibit 10.10 SMITHFIELD FOODS, INC. RETENTION BONUS PLAN TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 ARTICLE II PARTICIPATION 4 2.1 Designation of Participation 4 2.2 Effect of Designation 5 ARTICLE III RETENTION BONUS AMOUNT 5 3.1 Determination of Individual Retention Bonus Amounts 5 3.2 Aggregate Retention Bonus Amounts 5 3.3 Effect of Retention Bonus Amount Determination 5 |
|
| March 20, 2014 |
SMITHFIELD FOODS, INC. NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT Exhibit 10.11(a) SMITHFIELD FOODS, INC. NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT THIS AGREEMENT is made by and between Smithfield Foods, Inc., a Virginia corporation (“Smithfield”) and C. Larry Pope (the “Executive”) as of the date below. WHEREAS, Smithfield entered into an Agreement and Plan of Merger with Shuanghui International Holdings Limited, a corporation formed under the law |
|
| March 20, 2014 |
CONSENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.5(f) CONSENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 16, 2014 (this "Amendment"), is among SMITHFIELD FOODS, INC., a Virginia corporation (the "Company"), the subsidiary guarantors party hereto, the banks and other lending institutions party hereto, and COÖPE |
|
| March 20, 2014 |
SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Set forth below is a list of each of the subsidiaries of Smithfield Foods, Inc. |
|
| March 20, 2014 |
Exhibit 10.6(e) February 19, 2014 EXCLUDED RECEIVABLES RELEASE Reference is hereby made to (i) the Amended and Restated Receivables Sale Agreement, dated as of January 31, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the "Receivables Sale Agreement"), by and among Smithfield Receivables Funding LLC, a Delaware limited liability company, as Buyer, Smithfield Foo |
|
| January 21, 2014 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 8-K 1 sfd8k01212014.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): January 16, 2014 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 1-15321 52-0845861 (State or other jurisdiction of in |
|
| December 26, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): December 23, 2013 SMITHFIELD FOODS, INC. |
|
| December 26, 2013 |
THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT Q2 2014 Smithfield Foods Earnings Conference Call EVENT DATE/TIME: DECEMBER 23, 2013 / 02:00PM GMT 1 CORPORATE PARTICIPANTS Larry Pope Smithfield Foods, Inc - President & CEO Bo Manly Smithfield Foods, Inc. |
|
| November 6, 2013 |
rabobankinternationalfai RABOBANK INTERNATIONAL F&A INVESTOR CONFERENCE C. Larry Pope President and Chief Executive Officer Smithfield Foods, Inc. November 6, 2013 2 FORWARD-LOOKING STATEMENTS This presentation contains “forward-looking” statements within the meaning of the federal securities laws. The forward-looking statements include statements concerning our outlook for the future, as well as |
|
| November 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): November 6, 2013 SMITHFIELD FOODS, INC. |
|
| October 28, 2013 |
Financial Statements and Exhibits, Other Events 8-K 1 sfd8k102813.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): October 28, 2013 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 1-15321 52-0845861 (State or other jurisdiction of inco |
|
| October 28, 2013 |
EX-99.1 2 sfdex991102813.htm EXHIBIT FOR IMMEDIATE RELEASE SMITHFIELD FOODS ANNOUNCES EXPIRATION OF CHANGE OF CONTROL OFFER TO PURCHASE ITS 7.750% SENIOR NOTES DUE 2017 SMITHFIELD, Virginia (October 28, 2013) — Smithfield Foods, Inc. (the “Company”) today announced the expiration of its previously announced offer to purchase (the “Offer”) any and all of its outstanding 7.750% senior notes due 2017 |
|
| October 15, 2013 |
FOR IMMEDIATE RELEASE SMITHFIELD FOODS ANNOUNCES EXPIRATION OF CHANGE OF CONTROL OFFER TO PURCHASE ITS 6. |
|
| October 15, 2013 |
Financial Statements and Exhibits, Other Events 8-K 1 sfd8k10152013.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): October 15, 2013 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 1-15321 52-0845861 (State or other jurisdiction of in |
|
| October 11, 2013 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-15321 Smithfield Foods, Inc. (Exact name of registrant as specifie |
|
| October 4, 2013 |
8-K 1 sfd8k10042013.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): October 1, 2013 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 1-15321 52-0845861 (State or other jurisdiction of inc |
|
| October 4, 2013 |
EX-99.1 2 sfdex99110042013.htm EXHIBIT FOR IMMEDIATE RELEASE Contacts: Keira Lombardo Smithfield Foods, Inc. (757) 365-3050 [email protected] Smithfield Foods Expands Robert W. Manly’s Responsibilities and Promotes Kenneth M. Sullivan to Chief Financial Officer SMITHFIELD, Virginia (October 4, 2013)—Smithfield Foods, Inc. today announced expanded responsibilities for Robert W. Manl |
|
| October 2, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): September 26, 2013 SMITHFIELD FOODS, INC. |
|
| October 2, 2013 |
October 2, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated October 2, 2013, of Smithfield Foods, Inc. and are in agreement with the statements contained in the second sentence of the second paragraph and the third paragraph on page 1 therein. We have no basis to agree or disagree with other statements of |
|
| September 30, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Smithfield Foods, Inc. (Name of Issuer) Common Stock, par value $0.50 per share (Title of Class of Securities) 832248108 (CUSIP Number) JEFFREY C. SMIT |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8 Post Effective Amendment No.1 to Form S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333-123418 Registration Statem |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO.2 TO FORM S-3 Post Effective Amendment No.2 to Form S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-06197 Registration Statement No. 333-106339 Registration Statement No. 333-143727 Registration Statement No. 333-167781 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Stat |
|
| September 27, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 8, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 Post Effective Amendment No. 2 to Form S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333-123418 Registration State |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Post Effective Amendment No. 1 to Form S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-06197 Registration Statement No. 333-106339 Registration Statement No. 333-143727 Registration Statement No. 333-167781 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Sta |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 ON FORM S-8 Post Effective Amendment No. 2 to Form S-4 on Form S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333-123418 Regist |
|
| September 27, 2013 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SMITHFIELD FOODS ANNOUNCES NOTICE OF CHANGE OF CONTROL AND OFFER TO PURCHASE ITS 7.750% SENIOR NOTES DUE 2017 SMITHFIELD, Virginia (September 27, 2013) — Smithfield Foods, Inc. (the “Company”) today announced that it will notify holders (the “Notice”) of its 7.750% senior notes due 2017 (the “Notes”) that a “Change of Control”, as defined in the indenture |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post Effective Amendment No. 1 to Form S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333-123418 Registration State |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8 S-8 POS 1 d603923ds8pos.htm POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 33 |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Post Effective Amendment No. 1 to Form S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-06197 Registration Statement No. 333-106339 Registration Statement No. 333-143727 Registration Statement No. 333-167781 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Sta |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDENT NO. 1 TO FORM S-8 Post Effective Amendent No. 1 to Form S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333-123418 Registration Statem |
|
| September 27, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 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): September 27, 2013 SMITHFIELD FOODS, INC. (Exact Name of Registrant as Specified in its Charter) Virginia (State or Other Jurisdiction of Incorporation) 1-15321 52-0845861 (Commission File |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 S-8 POS 1 d603923ds8pos.htm POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 3 |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8 Post Effective Amendment No.1 to Form S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333-123418 Registration Statem |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post Effective Amendment No. 1 to Form S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333-123418 Registration State |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post Effective Amendment No. 1 to Form S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333-123418 Registration State |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Post Effective Amendment No. 1 to Form S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-06197 Registration Statement No. 333-106339 Registration Statement No. 333-143727 Registration Statement No. 333-167781 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Sta |
|
| September 27, 2013 |
- POST EFFECTIVE AMENDMENT #1 TO FORM S-8 S-8 POS 1 d603923ds8pos.htm POST EFFECTIVE AMENDMENT #1 TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2013 Registration Statement No. 333-34553 Registration Statement No. 333-81917 Registration Statement No. 333-108511 Registration Statement No. 333-119948 Registration Statement No. 333-123416 Registration Statement No. 333-123417 Registration Statement No. 333- |
|
| September 26, 2013 |
Exhibit 99.1 Exhibit 99.1 Shuanghui International and Smithfield Foods Complete Strategic Combination, Creating a Leading Global Pork Enterprise Combined Company to Have Greater Access to Large and Growing Chinese Market and Retain World-Leading Food Safety and Quality Control Standards HONG KONG and SMITHFIELD, Va., September 26, 2013 – Shuanghui International Holdings Limited (“Shuanghui Interna |
|
| September 26, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: September 24, 2013 SMITHFIELD FOODS, INC. (Exact Name Of Registrant as Specified in Charter) Virginia 001-15321 52-0845861 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| September 26, 2013 |
AMENDED AND RESTATED BYLAWS SMITHFIELD FOODS, INC. (Effective September 26, 2013) ARTICLE I Exhibit 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SMITHFIELD FOODS, INC. (Effective September 26, 2013) ARTICLE I OFFICES The Corporation may have such offices, either within or without the Commonwealth of Virginia, as the Board of Directors may designate or as the business of the Corporation may require from time to time. ARTICLE II SHAREHOLDERS Section 1. Annual Meeting. Unless directors ar |
|
| September 26, 2013 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION SMITHFIELD FOODS, INC. ARTICLE I Exhibit 3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SMITHFIELD FOODS, INC. ARTICLE I NAME The name of the corporation is Smithfield Foods, Inc. (the “Corporation”). ARTICLE II SHARES Section 1. Number. The number of shares that the Corporation shall have authority to issue is 1,000 shares of Common Stock, no par value per share (“Common Stock”). Section 2. Voting. Each share |
|
| September 26, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: September 26, 2013 SMITHFIELD FOODS, INC. (Exact Name Of Registrant as Specified in Charter) Virginia 001-15321 52-0845861 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
|
| September 26, 2013 |
Exhibit 4.4 Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 26, 2013 among Smithfield Foods, Inc., a Virginia corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, Sun Merger Sub, Inc., a Virginia corporation (“Merger Sub”) has heretofore executed and del |
|
| September 26, 2013 |
SMITHFIELD FOODS SHAREHOLDERS APPROVE STRATEGIC COMBINATION WITH SHUANGHUI INTERNATIONAL EX-99.1 2 d603943dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors Keira Lombardo Smithfield Foods, Inc. (757) 365-3050 [email protected] Media Andrew Siegel / Annabelle Rinehart / Erin Kurtz Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 SMITHFIELD FOODS SHAREHOLDERS APPROVE STRATEGIC COMBINATION WITH SHUANGHUI INTERNATIONAL SMITHFIELD, Virginia (Sep |
|
| September 26, 2013 |
Exhibit 4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 26, 2013 among Smithfield Foods, Inc., a Virginia corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, Sun Merger Sub, Inc., a Virginia corporation (“Merger Sub”) has heretofore executed and del |
|
| September 26, 2013 |
Exhibit 4.3 EXECUTION COPY SUN MERGER SUB, INC., (to be merged with and into Smithfield Foods, Inc.) as Issuer $400,000,000 5.875% Senior Notes due 2021 INDENTURE Dated as of July 31, 2013 U.S. Bank National Association, as Trustee Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 2 SECTION 1.02. Other Definitions 32 SECTION 1.03. Rules of Constructio |
|
| September 26, 2013 |
Exhibit 4.1 Exhibit 4.1 EXECUTION COPY SUN MERGER SUB, INC., (to be merged with and into Smithfield Foods, Inc.) as Issuer $500,000,000 5.250% Senior Notes due 2018 INDENTURE Dated as of July 31, 2013 U.S. Bank National Association, as Trustee Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION SECTION 1.01. Definitions 2 SECTION 1.02. Other Definitions 32 SECTION 1.03. Rules of |
|
| September 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Smithfield Foods, Inc. (Name of Issuer) Common Stock, par value $0.50 per share (Title of Class of Securities) 832248108 (CUSIP Number) JEFFREY C. SMIT |
|
| September 16, 2013 |
EX-99.1 2 sfdex99109162013.htm PRESS RELEASE FOR IMMEDIATE RELEASE SMITHFIELD FOODS ANNOUNCES NOTICE OF CHANGE OF CONTROL AND OFFER TO PURCHASE ITS 6.625% SENIOR NOTES DUE 2022 SMITHFIELD, Virginia (September 16, 2013) - Smithfield Foods, Inc. (NYSE: SFD) (the “Company”) today announced that it will notify holders (the “Notice”) of its 6.625% senior notes due 2022 (the “Notes”) that a “Change of C |
|
| September 16, 2013 |
Financial Statements and Exhibits, Other Events 8-K 1 sfd8k09162013.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): September 16, 2013 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 1-15321 52-0845861 (State or other jurisdiction of |
|
| September 13, 2013 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| September 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| September 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| September 6, 2013 |
Smithfield Foods Reports First Quarter Results EX-99.1 2 q1fy14earningsreleaseex991.htm PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Keira Lombardo Smithfield Foods, Inc. (757) 365-3050 [email protected] Smithfield Foods Reports First Quarter Results Highlights • Net income was $39.5 million • Diluted EPS was $.27 • Sales of $3.4 billion, up 10% • Total Pork operating profit was $61.4 million ◦ Fresh Pork operating loss was $(3 |
|
| September 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 q1fy14earningsrelease8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): September 6, 2013 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 1-15321 52-0845861 (State or other jurisd |
|
| September 3, 2013 |
begin 644 ex991to13da206297117090313.pdf M)5!$1BTQ+C,-)?\-,2`P(&]B:@T\/`TO5&ET;&4@*/[`#(`,@`V`#4` M,``T`#8`7P`W`"X`9`!O`&,I#2]0)PKY#54 M,`!"")FH.$A8:'B(F* MDI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G: MX>+CY.7FY^CIZO'R\3U]O?X^?KQ``?`0`#`0$!`0$!`0$!`````````0(# M!`4&!P@)"@OQ`"U$0`"`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q M$R(R@0@40I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8 MF9JBHZ2EIJ>H |
|
| September 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Smithfield Foods, Inc. (Name of Issuer) Common Stock, par value $0.50 per share (Title of Class of Securities) 832248108 (CUSIP Number) JEFFREY C. SMIT |
|
| August 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| August 19, 2013 |
DEFM14A 1 d554122ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
|
| August 15, 2013 |
August 15, 2013 Via E-mail Robert W. Manly, IV Chief Financial Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Re: Smithfield Foods, Inc. Preliminary Proxy Statement on Schedule 14A Filed June 18, 2013 File No. 001-15321 Dear Mr. Manly: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do |
|
| August 12, 2013 |
- REVISED PRELIMINARY NOTICE AND PROXY Revised Preliminary Notice and Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| August 12, 2013 |
SEC Response Letter Michael H. Cole Vice President and Chief Legal Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 (757) 365-3030 tel (757) 365-3025 fax August 12, 2013 VIA EDGAR AND OVERNIGHT COURIER Ms. Susan Block Attorney-Advisor Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Smit |
|
| August 8, 2013 |
August 8, 2013 Via E-mail Robert W. Manly, IV Chief Financial Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Re: Smithfield Foods, Inc. Preliminary Proxy Statement on Schedule 14A (Revised) Filed July 26, 2013 File No. 001-15321 Dear Mr. Manly: We have reviewed your responses to the comments in our letter dated July 15, 2013 and have the following additional comments |
|
| July 31, 2013 |
SMITHFIELD FOODS ANNOUNCES CLOSING OF $900 MILLION SENIOR NOTES OFFERING EX-99.1 2 sfd07312013ex991.htm PRESS RELEASE FOR IMMEDIATE RELEASE SMITHFIELD FOODS ANNOUNCES CLOSING OF $900 MILLION SENIOR NOTES OFFERING SMITHFIELD, Virginia (July 31, 2013)-As part of the financing for the proposed acquisition (the “Acquisition”) of Smithfield Foods, Inc. (NYSE: SFD) (the “Company”), Sun Merger Sub, Inc., a Virginia corporation (“Merger Sub”), announced today the closing of it |
|
| July 31, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): July 31, 2013 SMITHFIELD FOODS, INC. |
|
| July 26, 2013 |
SEC RESPONSE LETTER Michael H. Cole Vice President and Chief Legal Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 (757) 365-3030 tel (757) 365-3025 fax July 26, 2013 VIA EDGAR AND OVERNIGHT COURIER Ms. Susan Block Attorney-Advisor Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Smithf |
|
| July 26, 2013 |
- REVISED PRELIMINARY PROXY STATEMENT Revised Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| July 24, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| July 19, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 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): July 19, 2013 SMITHFIELD FOODS, INC. |
|
| July 19, 2013 |
SMITHFIELD FOODS ANNOUNCES PRICING OF UPSIZED $900 MILLION SENIOR NOTES OFFERING FOR IMMEDIATE RELEASE SMITHFIELD FOODS ANNOUNCES PRICING OF UPSIZED $900 MILLION SENIOR NOTES OFFERING SMITHFIELD, Virginia (July 19, 2013)-As part of the financing for the proposed acquisition (the “Acquisition”) of Smithfield Foods, Inc. |
|
| July 16, 2013 |
July 15, 2013 Via E-mail Robert W. Manly, IV Chief Financial Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Re: Smithfield Foods, Inc. Preliminary Proxy Statement on Schedule 14A Filed June 18, 2013 File No. 001-15321 Dear Mr. Manly: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so |
|
| July 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| July 15, 2013 |
EX-10.2 3 d568054dex102.htm EX-10.2 Exhibit 10.2 July 12, 2013 Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Attention: Tim Dykstra and Ken Sullivan Re: Amended and Restated Term Loan Agreement dated as of August 31, 2012 (as amended by that certain First Amendment to Amended and Restated Term Loan Agreement dated as of January 31, 2013, the “Agreement”) among SMITHFIELD FO |
|
| July 15, 2013 |
CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT EX-10.3 4 d568054dex103.htm EX-10.3 Exhibit 10.3 CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12, 2013 (this “Amendment”), is among SMITHFIELD FOODS, INC., a Virginia corporation (the “Company”), the subsidiary guarantors party hereto, the banks and other lending inst |
|
| July 15, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 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): July 15, 2013 SMITHFIELD FOODS, INC. (Exact Name of Registrant as Specified in its Charter) Virginia (State or Other Jurisdiction of Incorporation) 1-15321 52-0845861 (Commission File Numb |
|
| July 15, 2013 |
EX-10.1 Exhibit 10.1 WAIVER NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT AND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT THIS WAIVER NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT AND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Waiver”) is made as of July 12, 2013 by and among: (a) SMITHFIELD FOODS, INC., a Virginia corporation (“Smithfield”); (b) SFFC, I |
|
| July 15, 2013 |
SMITHFIELD FOODS ANNOUNCES $800 MILLION SENIOR NOTES OFFERING EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE SMITHFIELD FOODS ANNOUNCES $800 MILLION SENIOR NOTES OFFERING SMITHFIELD, Virginia (July 15, 2013)—As part of the financing for the proposed acquisition (the “Acquisition”) of Smithfield Foods, Inc. (NYSE: SFD) (the “Company”), Sun Merger Sub, Inc., a Virginia corporation (“Merger Sub”), announced today that it is initiating an offering, subject to market |
|
| July 15, 2013 |
EX-10.4 Exhibit 10.4 LETTER OF CREDIT AGREEMENT dated as of July 12, 2013 between SMITHFIELD FOODS, INC., as the Company, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as the Issuer TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1. Defined Terms 1 Section 1.2. Terms Generally 9 Section 1.3. Accounting Terms; GAAP 10 Section 1.4. Classifi |
|
| July 15, 2013 |
8-K 1 d568054d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 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): July 12, 2013 SMITHFIELD FOODS, INC. (Exact Name of Registrant as Specified in its Charter) Virginia (State or Other Jurisdiction of Incorporation) 1-15321 52-0845861 |
|
| July 15, 2013 |
EXCERPTS FROM PRELIMINARY OFFERING MEMORANDUM DATED JULY 15, 2013 EXHIBIT 99.1 EXCERPTS FROM PRELIMINARY OFFERING MEMORANDUM DATED JULY 15, 2013 As used in this Exhibit, unless the context otherwise requires or indicates, the following terms have the following meanings: • “2013 Senior Notes” refers to Smithfield’s 7.75% senior unsecured notes due 2013. • “2013 Senior Notes Retirement” refers to Smithfield’s repayment as of May 15, 2013 of the remaining $55.0 mil |
|
| July 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Smithfield Foods, Inc. (Name of Issuer) Common Stock, par value $0.50 per share (Title of Class of Securities) 832248108 (CUSIP Number) JEFFREY C. SMIT |
|
| July 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| July 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
|
| July 3, 2013 |
SFD / Smithfield Foods Inc / MORGAN STANLEY - MS INITIAL Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* SMITHFIELD FOODS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 832248108 - (CUSIP Number) June 26, 2013 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
|
| June 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE |
|
| June 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE |
|
| June 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE |
|
| June 21, 2013 |
EX-99.1 Exhibit 99.1 FY 2011 FY 2012 FY 2013 (in millions) Net Income 521.0 361.3 183.8 Income tax expense 236.1 172.4 46.1 Depreciation and amortization 231.9 242.8 239.9 Interest expense 245.4 176.7 168.7 Other financing costs (1) 8.6 4.7 5.8 (Income) loss from equity method investments (50.1 ) 9.9 (15.0 ) Dividends from equity method investments (2) 4.9 — 0.5 Loss on debt extinguishment 92.5 12 |
|
| June 21, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 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): June 21, 2013 SMITHFIELD FOODS, INC. (Exact Name of Registrant as Specified in its Charter) Virginia (State or Other Jurisdiction of Incorporation) 1-15321 52-0845861 (Commission File Numb |
|
| June 18, 2013 |
Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| June 17, 2013 |
Exhibit 99.1 June 17, 2013 Members of the Board of Directors of Smithfield Foods, Inc. Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Dear Members of the Board, Starboard Value LP, together with its affiliates (“Starboard”), currently owns securities representing beneficial ownership of approximately 5.7% of Smithfield Foods, Inc. (“Smithfield” or the “Company”). We have bee |
|
| June 17, 2013 |
Exhibit 99.3 POWER OF ATTORNEY The undersigned hereby appoints Jeffrey C. Smith, Mark Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related doc |