Pilgrim?s Pride Corporation announced the early tender results for its cash tender offer for up to USD 250 million aggregate principal amount of its 6.250% Senior Notes due 2033. The Company has been advised that as of 5:00 p.m., New York City time, on April 10, 2026, USD 471,546,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn in the Tender Offer. Withdrawal rights for the Notes expired on the Early Tender Date.
The Tender Offer is being made upon the terms, and subject to the conditions, previously described in the offer to purchase dated March 30, 2026. The Company expects to elect to exercise its right to make payment on April 14, 2026 for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase. Because the aggregate principal amount of Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the Maximum Tender Amount, the Company does not expect to accept for purchase all Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date.
Rather, the Company expects to accept for purchase USD 250,000,000 aggregate principal amount of the Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. As described further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder?s account. Additionally, because the Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Maximum Tender Amount, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date on a subsequent settlement date.
The consideration offered per USD 1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes plus the yield based on the bid-side price of the U.S. Treasury Reference Security at 10:00 a.m., New York City time, on April 13, 2026. Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the Total Consideration for Notes accepted for purchase. Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Early Settlement Date.
Promptly after the Price Determination Date, the Company will issue a news release specifying, among other things, the aggregate principal amount of Notes validly tendered and not validly withdrawn as of the Early Tender Date and expected to be accepted for purchase in the Tender Offer, the proration factor for the Notes and the Total Consideration for the Notes expected to be accepted for purchase. The Company?s obligation to purchase, and to pay for, Notes validly tendered in the Tender Offer and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase. The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes.
However, the Tender Offer is subject to the Maximum Tender Amount. The Company reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law. In the event of a termination of the Tender Offer, neither the applicable consideration will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders.
The Company has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at any time. BMO Capital Markets Corp. is the dealer manager for the Tender Offer.
D.F. King & Co. Inc. is the tender and information agent for the Tender Offer. The full details of the Tender Offer, including complete instructions on how to tender Notes, are included in the Offer to Purchase.
Investors with questions regarding the procedures for tendering Notes and/or that want to obtain the Offer to Purchase may contact the tender and information agent by email or by phone. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance. The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase.
Under no circumstances shall this news release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries. The Tender Offer is not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes.
Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender.
