Smithfield Foods Reports Material Agreements and Obligations

TL;DR

Smithfield Foods filed an 8-K detailing new and terminated material agreements and financial obligations.

AI Summary

Smithfield Foods, Inc. filed an 8-K on February 12, 2025, reporting on several material events. These include entering into a material definitive agreement, terminating a material definitive agreement, and creating a direct financial obligation. The filing also covers other events and financial statements/exhibits.

Why It Matters

This filing indicates significant changes in Smithfield Foods' contractual and financial commitments, which could impact its operational and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risks that need further investigation.

Key Players & Entities

• SMITHFIELD FOODS, INC. (company) — Registrant
• 0000091388 (company) — Central Index Key
• Virginia (company) — State of Incorporation
• February 12, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $2.1 billion — tments, on a senior unsecured basis, of $2.1 billion (the "Revolving Credit Facility") and m
• $250 million — he Revolving Credit Facility includes a $250 million subfacility for borrowings in certain a
• $200 million — rtain approved foreign currencies and a $200 million subfacility for the issuance of letters
• $150 million — an aggregate principal amount exceeding $150 million are required to guarantee the obligatio

Filing Documents

• sfd-20250212.htm (8-K) — 48KB
• exhibit101-form8xkcreditag.htm (EX-10.1) — 1434KB
• 0001628280-25-005129.txt ( ) — 1844KB
• sfd-20250212.xsd (EX-101.SCH) — 2KB
• sfd-20250212_def.xml (EX-101.DEF) — 14KB
• sfd-20250212_lab.xml (EX-101.LAB) — 25KB
• sfd-20250212_pre.xml (EX-101.PRE) — 15KB
• sfd-20250212_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 12, 2025, Smithfield Foods, Inc. (the "Company") entered into a Credit Agreement with certain subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the arrangers, bookrunners and other agents party thereto (the "Revolving Credit Agreement"), which refinanced and replaced that certain existing Second Amended and Restated Credit Agreement, dated as of May 21, 2021, among the Company, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent and the other parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Refinanced Credit Agreement"). The Refinanced Credit Agreement and all commitments thereunder were terminated effective upon the Company's entry into the Revolving Credit Agreement. The Revolving Credit Agreement, among other things, provides for aggregate revolving commitments, on a senior unsecured basis, of $2.1 billion (the "Revolving Credit Facility") and matures on February 12, 2030, with two one-year extension options subject to obtaining the lenders' consent and satisfaction of certain other customary conditions. The Revolving Credit Facility includes a $250 million subfacility for borrowings in certain approved foreign currencies and a $200 million subfacility for the issuance of letters of credit. Interest on borrowings under the Revolving Credit Agreement will accrue and be payable, at the Company's option, at an annual rate equal to (a) Term SOFR (or, (i) in the case of an approved foreign currency, the "Adjusted Eurocurrency Rate" and (ii) in the case of unavailability of Term SOFR, Daily SOFR) (each as defined in the Revolving Credit Agreement) or (b) the alternate base rate plus, in each case, the applicable spread as described below.

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Refinanced Credit Agreement and all commitments thereunder effective upon the Company's entry into the Credit Agreement on February 12, 2025 is hereby incorporated by reference into this Item 1.02. The Refinanced Credit Agreement, as amended, is attached hereto as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 and is hereby incorporated by reference into this Item 1.02. In connection with the termination of the Refinanced Credit Agreement, the subsidiary guarantees securing the obligations of the Company thereunder were terminated and released (the "Subsidiary Guarantee Release"). Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03

01. Other Events

Item 8.01. Other Events. The subsidiary guarantees of the Company's existing senior unsecured notes were automatically released in connection with the Subsidiary Guarantee Release, in accordance with the terms of the governing indentures.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Credit Agreement, dated as of February 12, 2025, among Smithfield Foods, Inc. and certain subsidiaries, as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party hereto, and the arrangers, bookrunners and other agents party thereto. 10.2 Second Amended and Restated Credit Agreement, dated as of May 21, 2021, among Smithfield Foods, Inc., certain subsidiaries, Bank of America, N.A. and the other lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form S-1 filed January 6, 2025). 10.3 Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of May 19, 2023, among Smithfield Foods, Inc., certain subsidiaries, Bank of America, N.A. and the other lender parties thereto (incorporated by reference to Exhibit 10.2 to the Company's Form S-1 filed January 6, 2025). 10.4 Amendment No. 2 to the Second Amended and Restated Credit Agreement, dated as of June 28, 2024, among Smithfield Foods, Inc., certain subsidiaries, Bank of America, N.A. and the other lender parties thereto (incorporated by reference to Exhibit 10.3 to the Company's Form S-1 filed January 6, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. SMITHFIELD FOODS, INC. Date: February 12, 2025 By: /s/ Mark L. Hall Mark L. Hall Chief Financial Officer

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View this 8-K filing on SEC EDGAR