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TSN > SEC Filings for TSN > Form 8-K on 5-Aug-2014All Recent SEC Filings

Show all filings for TYSON FOODS INC

Form 8-K for TYSON FOODS INC


5-Aug-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obliga


Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2014, Tyson Foods, Inc. (the "Company") completed its previously announced public offering and sale of 23,810,000 shares of its Class A common stock (the "Shares") at a public offering price of $37.80 per Share pursuant to an underwriting agreement (the "Shares Underwriting Agreement"), dated July 30, 2014, among the Company and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and the other underwriters named therein. Through August 29, 2014, the underwriters may also purchase up to 3,571,500 Shares at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. In addition, on August 5, 2014, the Company completed its previously announced public offering and sale of 30,000,000 4.75% tangible equity units (the "Units") at a public offering price of $50.00 per Unit, pursuant to an underwriting agreement (the "Units Underwriting Agreement"), dated July 30, 2014, among the Company and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and the other underwriters named therein.

The sale of the Shares and Units was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-197661), including prospectus supplements each dated July 30, 2014 (each a "Prospectus Supplement") to the prospectus contained therein dated July 28, 2014, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

Units

The Company issued the Units under a purchase contract agreement (the "Purchase Contract Agreement"), dated as of August 5, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as purchase contract agent, attorney-in-fact for holders of Purchase Contracts (as defined below) and as trustee under the indenture referred to below. The Company issued the Amortizing Notes (as defined below) under an indenture dated as of June 1, 1995 (the "Base Indenture"), as supplemented by a supplemental indenture dated as of August 5, 2014 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank, N.A.)), as trustee. The Purchase Contract Agreement (including the forms of Unit and Purchase Contract), the Base Indenture and the Supplemental Indenture (including the form of Amortizing Note) are filed as Exhibits 4.1, 4.4 and 4.5, respectively, to this report and are incorporated herein by reference. The following description of the Units, the Purchase Contracts and the Amortizing Notes is a summary and is not meant to be a complete description of the Units, the Purchase Contracts and the Amortizing Notes.

Each Unit offered is comprised of (i) a prepaid stock purchase contract issued by the Company (each, a "Purchase Contract") pursuant to which the Company will deliver to the holder, not later than July 15, 2017 (subject to postponement in certain limited circumstances, the "mandatory settlement date"), unless earlier redeemed or settled, a number of Shares per Purchase Contract equal to the settlement rate described below, and (ii) a senior amortizing note issued by the Company (each, a "Amortizing Note") with an initial principal amount of $6.82854 that pays equal quarterly installments of $0.59375 per Amortizing Note (except for the October 15, 2014 installment payment, which will be $0.46181 per Amortizing Note), which cash payment in the aggregate will be equivalent to 4.75% per year with respect to the $50 stated amount per Unit.

Purchase Contracts

Unless previously redeemed or settled at the holder's or the Company's option, for each Purchase Contract the Company will deliver to holders on July 15, 2017 (subject to postponement in certain limited circumstances described below, the "mandatory settlement date") a number of shares of the Company's Class A common stock. The number of shares of the Company's Class A common stock issuable upon settlement of each Purchase Contract (the "settlement rate") will be determined as follows:

if the Applicable Market Value (as defined below) of the Company's Class A common stock is equal to or greater than the threshold appreciation price of $47.25, then the holder will receive 1.0582 shares of Class A common stock for each Purchase Contract (the "minimum settlement rate");

if the Applicable Market Value of the Company's Class A common stock is greater than $37.80 (the "reference price") but less than the threshold appreciation price, then the holder will receive a number of shares of Class A common stock for each Purchase Contract equal to the Unit stated amount of $50, divided by the Applicable Market Value; and

if the Applicable Market Value of the Company's Class A common stock is less than or equal to the reference price of $37.80, then the holder will receive 1.3228 shares of Class A common stock for each Purchase Contract (the "maximum settlement rate").


The "Applicable Market Value" means the average of the closing prices of the Company's Class A common stock on each of the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding July 15, 2017. The minimum settlement rate, the maximum settlement rate and the reference price are each subject to adjustment as set forth in the Purchase Contract Agreement.

At any time prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding July 15, 2017, a holder of Purchase Contracts may settle any or all of its Purchase Contracts early, in which case the Company will deliver a number of shares of the Company's Class A common stock per Purchase Contract equal to the minimum settlement rate, which is subject to adjustment as set forth in the Purchase Contract Agreement. In addition, at any time prior to the third scheduled trading day immediately preceding July 15, 2017, if a "Fundamental Change" (as defined in the Purchase Contract Agreement) occurs, holders may settle any or all of their Purchase Contracts early. If a holder elect to settle its Purchase Contracts early in connection with such Fundamental Change, it will receive a number of shares of the Company's Class A common stock based on the "Fundamental Change Early Settlement Rate" as defined in, and in accordance with, the Purchase Contract Agreement. In either case, upon early settlement at a holder's election of a Purchase Contract that is a component of a Unit, the corresponding Amortizing Note will remain outstanding and beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related Purchase Contract early.

. . .



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration.

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.



Item 8.01. Other Events.

In connection with the offering of the Shares and the Units, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Shares Underwriting Agreement, (ii) the Units Underwriting Agreement, (iii) the Purchase Contract Agreement, (iv) the form of Unit, (v) the form of Purchase Contract, (vi) the Base Indenture, (vii) the Supplemental Indenture, (viii) the form of Amortizing Note, (ix) the Base Indenture and (x) the opinion of Davis Polk & Wardwell LLP, and related consent.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number       Description

  1.1        Shares Underwriting Agreement, dated July 30, 2014

  1.2        Units Underwriting Agreement, dated July 30, 2014

  4.1        Purchase Contract Agreement, dated August 5, 2014

  4.2        Form of Unit (included in Exhibit 4.1)

  4.3        Form of Purchase Contract (including in Exhibit 4.1)

  4.4        Base Indenture, dated June 1, 1995 (incorporated herein by reference
             to Exhibit 4 to the Company's Registration Statement on Form S-3 filed
             December 17, 1997 (Commission File No. 333-42525))

  4.5        Supplemental Indenture, dated August 5, 2014



4.6 Form of Amortizing Note (included in Exhibit 4.5)

5.1 Opinion of Davis Polk & Wardwell LLP

23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)


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