01—Abstract
Summary
Summary of the 8-K filed March 1, 2024. Cited figures are marked; the original filing is the authoritative source.
Tyson Foods, Inc. (NYSE: TSN) entered into an underwriting agreement on February 28, 2024 with BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters, for the sale of $600,000,000a aggregate principal amount of its 5.400% Senior Notes due 2029 and $900,000,000 aggregate principal amount of its 5.700% Senior Notes due 2034.
The notes are being sold under the Company's effective Form S-3 shelf registration statement (Registration No. 333-272538) and a prospectus supplement dated February 28, 2024. Closing is expected on March 8, 2024, subject to customary closing conditions. The Company's press release announcing the pricing states that net proceeds are intended for general corporate purposes, which is expected to include retiring its outstanding 3.95%b Notes due August 2024.
Pending that application, proceeds may be used to pay down other debt, including amounts under its revolving credit facility or commercial paper program, or be invested in bank deposits, certificates of deposit, U.S. government securities or other interest-bearing securities. The notes will be issued under a 1995 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, supplemented by separate supplemental indentures for each series dated as of March 8, 2024, which the Company says it will file on a subsequent Form 8-K. The filing also incorporates the Underwriting Agreement as Exhibit 1.1 and the pricing press release as Exhibit 99.1.
02—Key points
Key Highlights
- Tyson Foods agreed on February 28, 2024 to sell $600 million of 5.400% Senior Notes due 2029 and $900 million of 5.700% Senior Notes due 2034, totaling $1.5 billion in aggregate principal.
- The notes are being offered in underwritten public offerings under the Company's effective Form S-3 shelf registration (No. 333-272538), with a prospectus supplement dated February 28, 2024.
- Closing is expected on March 8, 2024, subject to customary closing conditions.
- Stated use of proceeds is general corporate purposes, expected to include retirement of the 3.95% Notes due August 2024.
- Pending application, proceeds may pay down revolving credit facility or commercial paper borrowings, or be invested in deposits, CDs, U.S. government securities or other interest-bearing securities.
- The notes will be issued under a June 1, 1995 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, with supplemental indentures to be filed on a later Form 8-K.
03—Questions
Frequently Asked Questions
What debt did Tyson Foods agree to issue?
Tyson agreed to sell $600 million of 5.400% Senior Notes due 2029 and $900 million of 5.700% Senior Notes due 2034, under an underwriting agreement dated February 28, 2024 with BofA Securities, Inc. and Morgan Stanley & Co. LLC as representatives of the underwriters.
When will the offering close?
The closing is expected to occur on March 8, 2024, subject to the satisfaction of customary closing conditions.
How will Tyson use the proceeds?
The company intends to use the net proceeds for general corporate purposes, which is expected to include retiring its outstanding 3.95% Notes due August 2024. Pending that use, proceeds may pay down revolving credit facility or commercial paper amounts, or be invested in short-term interest-bearing instruments.
Under what legal framework are the notes being issued?
The notes are sold under Tyson's effective Form S-3 shelf registration statement (No. 333-272538), with a prospectus supplement dated February 28, 2024, and will be issued under a 1995 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, supplemented for each series.
04—Continue