Smithfield Foods has entered into a new US$1 billion asset-based revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent. The new credit facility replaces the Company’s previous US revolving credit facility and it includes an option, subject to certain conditions, to increase available commitments to US$1.3 billion in the future. The new credit facility is scheduled to mature, and the commitments there under will terminate, on July 2, 2012.
The new credit facility is guaranteed by substantially all of the US subsidiaries of the Company. It is secured by first-priority liens in substantially all of the Company’s and its US subsidiaries’ cash, intellectual property, equity interests in the subsidiary guarantors, inventory, accounts receivable and other personal property, and by second-priority liens in the assets on which the Company’s new senior secured notes have a first-priority lien. The new credit facility contains a minimum fixed charge coverage ratio of 1.1 to 1.0 that is only applicable when availability under the new credit facility is less than the greater of 15% of the revolving commitments under the facility and US$120.0 million.
The Company also announced that it has closed its previously announced offering of US$625 million aggregate principal amount of senior secured notes due July 2014. The notes accrue interest at a rate of 10% per annum and have been issued at a price equal to 96.201% of their face value. The Company intends to use the proceeds from the notes offering to repay borrowings and terminate commitments under its existing US revolving credit facility, repay and/or refinance other indebtedness and for other general corporate purposes. Similar to the new credit facility, the notes are guaranteed by substantially all of the US subsidiaries of the Company. The notes and guarantees are secured by first-priority liens in substantially all of the Company’s and its subsidiary guarantors’ fixed assets, including certain real property, fixtures and equipment and tangible personal property, and by second-priority liens on the assets on which the lenders under the new credit facility have a first-priority lien.
The Company has also entered into a new US$200 million term loan with Rabobank Nederland as administrative agent that will mature on August 29, 2013. The new term loan replaces the Company’s previous US$200 million term loan with Rabobank Nederland as administrative agent that was scheduled to mature in August 2011. The new term loan is guaranteed and secured on the same basis as the new senior secured notes.
The notes offering, the new credit facility and the new US$200 million term loan were initiated as part of Smithfield’s ongoing debt restructuring efforts.
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