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Smithfield Foods Announces Plans to Refinance Existing Bank Credit Facilities

January 23, 2017, 07:05 AM

Smithfield Foods, Inc. announced it intends to refinance certain of its existing credit facilities, in connection with its previous announcement to refinance its existing senior notes with the proceeds of a proposed $1.4 billion offering of senior unsecured notes, as part of a wider refinancing plan.

The Company is seeking to refinance its inventory-based revolving credit facility and the Rabobank term loan, which was prepaid in full on December 30, 2016, with a new senior credit facility. It is anticipated that the Senior Credit Facilities will consist of a $1.0 billion senior unsecured revolving credit facility and a $500.0 million senior unsecured term loan A facility.  The Company has received commitments from a number of lenders for the full amount of the Senior Credit Facilities, subject to customary conditions, and expects to close the Senior Credit Facilities in February.

The Company expects that the Senior Credit Facilities will be guaranteed by its existing and future direct and indirect material domestic subsidiaries and by its parent, WH Group Limited, and that the revolving credit facility and the term loan A facility will mature five years after the closing date of the Senior Credit Facilities. The Company may designate certain of its subsidiaries to be borrowers under the revolving credit facility.

The Company expects that the credit agreement governing the Senior Credit Facilities will contain customary representations, warranties and covenants, including, but not limited to specified restrictions on liens, indebtedness, mergers and other fundamental changes, sales of assets, payments of dividends and other distributions, changes in the nature of the business and transactions with affiliates.  It also expects that such credit agreement will require it to comply with the following financial covenants:  (a) consolidated funded debt to consolidated capitalization ratio will not be greater than 50.0% and (b) consolidated EBITDA to consolidated interest expense ratio of not less than 3.50:1.00, in each case calculated on a quarterly basis for each consecutive four quarter period.  The Company expects that such credit agreement will also contain customary events of default and related cure provisions. The Company also expects that it will have the ability to prepay the Senior Credit Facilities in whole or in part at any time without premium or penalty, subject to reimbursement of breakage and redeployment costs.

The specific timing, structure and terms of such refinancing have not yet been finalized and there can be no assurance that the Company will be able to consummate the closing of the Senior Credit Facilities on the terms as expected or at all.

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