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Item 1.01.
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Entry into a Material Definitive Agreement.
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On August 24, 2026, Tyson Foods, Inc. (the "Company") completed its previously announced public offering and sale of $500,000,000 aggregate principal amount of its 5.100% Senior Notes due 2031 (the "2031 Notes") and $500,000,000 aggregate principal amount of its 5.600% Senior Notes due 2037 (the "2037 Notes," together with the 2031 Notes, the "Notes").
The sale of the Notes was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-296632), including a prospectus supplement dated August 10, 2026 (the "Prospectus Supplement") to the prospectus contained therein dated June 9, 2026, 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 supplemental indentures dated as of August 24, 2026 for the Notes (the "Supplemental Indentures" and, together with the Base Indenture, the "Indenture"), by and between the Company and the Trustee. The Base Indenture and the Supplemental Indentures (including the forms 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 2031 Notes will mature on August 24, 2031. The 2031 Notes will bear interest at a fixed rate per annum equal to 5.100%. Interest on the 2031 Notes is payable semiannually in arrears on February 24 and August 24 of each year, commencing on February 24, 2027. Interest is payable to the persons in whose names the 2031 Notes are registered at the close of business on the 14th calendar day immediately preceding the applicable interest payment date (whether or not a business day). The amount of interest payable on the 2031 Notes will be computed on the basis of a 360-day year of twelve 30-day months.
The 2037 Notes will mature on January 24, 2037. The 2037 Notes will bear interest at a fixed rate per annum equal to 5.600%. Interest on the 2037 Notes is payable semiannually in arrears on January 24 and July 24 of each year, commencing on January 24, 2027. Interest is payable to the persons in whose names the 2037 Notes are registered at the close of business on the 14th calendar day immediately preceding the applicable interest payment date (whether or not a business day). The amount of interest payable on the 2037 Notes will be computed on the basis of a 360-day year of twelve 30-day months.
The Notes of each series are the general senior unsecured obligations of the Company and will rank equally in right of payment with all of the Company's other existing and future senior unsecured indebtedness from time to time outstanding, including all other senior notes issued under the Indenture.
The Company may redeem the Notes of each series, in whole or in part, under the terms provided in the Supplemental Indentures.
The Indenture includes certain restrictive covenants, including covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur secured debt, enter into sale and lease-back transactions and consolidate, merge or transfer substantially all of the Company's assets to another entity. The covenants are subject to a number of important exceptions and qualifications set forth in the Indenture.
The Indenture contains customary terms, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the Notes of any series then outstanding may declare the unpaid principal of the Notes of such series and any accrued and unpaid interest thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount of the Notes of any series together with any accrued and unpaid interest thereon will automatically become and be immediately due and payable.
The foregoing description of the Indenture and the related instruments and transactions associated therewith does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreements and instruments, each of which is attached hereto as an Exhibit.
2
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.