Smithfield Foods secures new credit line

by Bryan Salvage
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SMITHFIELD, VA. — Smithfield Foods Inc. has entered into a new $1 billion asset-based revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, which replaces the company's previous U.S. revolving credit facility and it includes an option, subject to certain conditions, to increase available commitments to $1.3 billion in the future.

The new credit facility is scheduled to mature on July 2, 2012, and the commitments will terminate.

Smithfield stated the new credit facility is guaranteed by all of the U.S. subsidiaries of the company. It is secured by first-priority liens in substantially all of the company's and its U.S. 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.

It 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 $120.0 million.

Smithfield also has closed its previously announced offering of $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 U.S. revolving credit facility, repay and/or refinance other indebtedness and for other general corporate purposes.

Smithfield has also entered into a new $200 million term loan with Rabobank Nederland as administrative agent that will mature on Aug. 29, 2013. The new term loan replaces the company's previous $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 $200 million term loan were initiated as part of Smithfield's ongoing debt-restructuring efforts.

"With the transactions we consummated (July 2), we have taken decisive and proactive steps to restructure our balance sheet," said C. Larry Pope, president and chief executive. "The new credit facility, new senior secured notes due 2014 and new Rabobank term loan provide a clear path to repayment of near-term obligations and the extension of certain mid-term maturities, while maintaining more than adequate liquidity.

"In addition, the new credit facility, in conjunction with our intention to refinance our present European revolver, will begin to significantly reduce our exposure to financial covenant risks," he added. "We believe these actions will enable us to weather the current economic environment and the results of our hog production segment, which we expect to begin to improve in the second half of fiscal 2010."

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