Tyson Foods Files 8-K: Material Agreement & Financials

TL;DR

Tyson Foods (TSN) filed an 8-K on 3/8/24 detailing a material definitive agreement and financial updates.

AI Summary

On March 8, 2024, Tyson Foods, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates Tyson Foods is undertaking significant financial actions and providing updated financial information, which could impact investor decisions.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial filings can introduce new risks or clarify existing ones for investors.

Key Players & Entities

• TYSON FOODS, INC. (company) — Registrant
• March 8, 2024 (date) — Date of Report
• 001-14704 (other) — SEC File Number
• 71-0225165 (other) — IRS Number
• 2200 West Don Tyson Parkway, Springdale, Arkansas 72762-6999 (address) — Principal Executive Offices
• ( 479 ) 290-4000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.10 — istered Class A Common Stock Par Value $0.10 TSN New York Stock Exchange Class
• $600,000,000 — announced public offerings and sale of $600,000,000 aggregate principal amount of its 5.400
• $900,000,000 — r Notes due 2029 (the "2029 Notes") and $900,000,000 aggregate principal amount of its 5.700

Filing Documents

• ny20021527x5_8k.htm (8-K) — 37KB
• ny20021527x5_ex4-2.htm (EX-4.2) — 285KB
• ny20021527x5_ex4-4.htm (EX-4.4) — 287KB
• ny20021527x5_ex5-1.htm (EX-5.1) — 16KB
• ny20021527x5_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001140361-24-012356.txt ( ) — 861KB
• tsn-20240308.xsd (EX-101.SCH) — 4KB
• tsn-20240308_lab.xml (EX-101.LAB) — 21KB
• tsn-20240308_pre.xml (EX-101.PRE) — 16KB
• ny20021527x5_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 8, 2024, Tyson Foods, Inc. (the "Company") completed its previously announced public offerings and sale of $600,000,000 aggregate principal amount of its 5.400% Senior Notes due 2029 (the "2029 Notes") and $900,000,000 aggregate principal amount of its 5.700% Senior Notes due 2034 (the "2034 Notes" and, together with the 2029 Notes, the "Notes"). The sale of the Notes was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-272538), including a prospectus supplement dated February 28, 2024 (the "Prospectus Supplement") to the prospectus contained therein dated June 9, 2023, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. The Company issued the Notes under an indenture dated as of June 1, 1995 (the "Base Indenture") 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 "Trustee"), as amended and supplemented by a supplemental indenture dated as of March 8, 2024 for each of the 2029 Notes and 2034 Notes (each, a "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), in each case, by and between the Company and the Trustee. The Base Indenture and each Supplemental Indenture (including the form of each series of Notes) are filed as Exhibits 4.1 through 4.5 to this report and are incorporated herein by reference. The following description of the Notes and the Indenture is a summary and is not meant to be a complete description thereof. The 2029 Notes and the 2034 Notes will mature on March 15, 2029 and March 15, 2034, respectively. The 2029 Notes will bear interest at a fixed rate per annum equal to 5.400% and the 2034 Notes will bear interest at a fixed rate per annum equal to 5.700%. Interest on the 2029 Notes is payable semiannually

01. Other Events

Item 8.01. Other Events. In connection with the offering of the Notes, 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 Base Indenture, (ii) each Supplemental Indenture, (iii) the form of note for each series of Notes and (iv) the opinion of Davis Polk & Wardwell LLP and related consent.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 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)) 4.2 Supplemental Indenture, dated March 8, 2024, for the 2029 Notes 4.3 Form of 2029 Note (included in Exhibit 4.2) 4.4 Supplemental Indenture, dated March 8, 2024, for the 2034 Notes 4.5 Form of 2034 Note (included in Exhibit 4.4) 5.1 Opinion of Davis Polk & Wardwell LLP 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File formatted in iXBRL. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TYSON FOODS, INC. Date: March 8, 2024 By: /s/ John R. Tyson Name: John R. Tyson Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR