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Smithfield Foods Inc.
10/16/2026 | Press release | Distributed by Public on 10/16/2026 06:17
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement
On October 14, 2026, Smithfield Foods, Inc. (the "Company") entered into a Senior Unsecured Delayed Draw Term Loan Credit Agreement with the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the arrangers, bookrunners and other agents party thereto (the "Term Loan Credit Agreement").
The Term Loan Credit Agreement, among other things, provides for aggregate delayed draw term loan commitments, on a senior unsecured basis, of $600 million (the "Term Loan Facility"). The Term Loan Facility is available to be drawn, subject to the satisfaction of customary conditions precedent, in a single drawing by the Company until December 23, 2026 and matures three years from the date on which the loan is funded. The Company is permitted to use the proceeds of the loans borrowed under the Term Loan Credit Agreement for working capital and other general corporate purposes, including to repay existing indebtedness and the payment of fees and expenses in connection therewith and expects to use the proceeds to redeem, on or after November 1, 2026, all of the outstanding 4.250% Senior Notes due 2027 (the "2027 Notes") issued by the Company under that certain indenture, dated as of February 1, 2017, by and between the Company and U.S. Bank National Association, as trustee. The redemption price for the 2027 Notes will be 100.000% of the principal amount of the 2027 Notes, plus accrued and unpaid interest, if any, on the 2027 Notes to the date of redemption. This Current Report on Form 8-K is not, and shall not be deemed to be, a notice of optional redemption of the 2027 Notes.
Loans borrowed under the Term Loan Credit Agreement will accrue and be payable, at the Company's option, at an annual rate equal to (a) Term SOFR (or in the case of unavailability of Term SOFR, Daily SOFR) (each as defined in the Term Loan Credit Agreement) or (b) the alternate base rate plus, in each case, the applicable spread as set forth in the following chart that is determined based on the Company's senior, unsecured non-credit enhanced long-term debt rating from S&P, Moody's and/or Fitch, as applicable.
| Pricing Level | Applicable Debt Rating (S&P / Moody's / Fitch) |
Applicable Spread for Term SOFR and Daily SOFR |
Applicable Spread for Base Rate Loans | ||||||||
| 1 | ≥ A- / A3 / A- | 0.875% | 0.000% | ||||||||
| 2 | BBB+ / Baa1 / BBB+ | 1.000% | 0.000% | ||||||||
| 3 | BBB / Baa2 / BBB | 1.125% | 0.125% | ||||||||
| 4 | BBB- / Baa3 / BBB- | 1.250% | 0.250% | ||||||||
| 5 | ≤ BB+ / Ba1 / BB+ | 1.375% | 0.375% | ||||||||
Certain direct and indirect domestic subsidiaries of the Company that guarantee or are otherwise obligated in respect of other indebtedness of the Company in an aggregate principal amount exceeding $150 million are required to guarantee the obligations of the Company under the Term Loan Credit Agreement. As of the date of the Term Loan Credit Agreement, there were no subsidiary guarantors.
The Term Loan Credit Agreement contains affirmative and negative covenants customary for financings of this type, including negative covenants limiting indebtedness, liens, mergers and other fundamental changes, changes in the nature of the business and transactions with affiliates, in each case subject to certain exceptions.
In addition, the Term Loan Credit Agreement requires the Company to maintain (i) a maximum debt to capitalization ratio of not greater than 50.0%, which, at the Company's election, shall be increased to 55.0% in the event of a Material Acquisition (as defined in the Term Loan Credit Agreement) with respect to the last day of the fiscal quarter during which such Material Acquisition shall have been
consummated and the last day of each immediately following three consecutive quarters and (ii) a consolidated interest expense coverage ratio (consolidated EBITDA to consolidated interest expense, each as defined in the Term Loan Credit Agreement) of at least 3.50 to 1.00.
The Term Loan Credit Agreement contains events of default customary for facilities of this type, such as non-payment of debt obligations, violation of affirmative or negative covenants, material inaccuracy of representations, non-payment of other material debt, bankruptcy or insolvency, ERISA and certain judgment defaults, change of control and failure of any loan document to remain in full force and effect.
The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Loan Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Smithfield Foods Inc. published this content on October 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 16, 2026 at 12:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]