IPO - SMITHFIELD FOODS INC

Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Ipo

Type: Update

Accession Number: 000009138825000005

Filing Summary: On March 3, 2025, the Compensation Committee of Smithfield Foods, Inc. approved bonus amounts for named executive officers for the fiscal year 2024. The bonuses were not included in the previously filed Summary Compensation Table in the Company's final prospectus related to its initial public offering dated January 27, 2025. The revised Summary Compensation Table includes the bonuses earned by NEOs and their total compensation for 2024, detailing salary, bonuses, non-equity incentive plan compensation, changes in pension value, and other compensation. Additionally, the bonuses are subject to repayment agreements under certain conditions such as resignation or termination for cause. The Company has also confirmed its emerging growth company status and detailed the contributions made to NEOs' retirement plans and other perquisites.

Document Link: View Document

Form Type: 424B4

Filing Date: 2025-01-29

Corporate Action: Ipo

Type: New

Accession Number: 000162828025002907

Filing Summary: Smithfield Foods, Inc. is conducting its initial public offering (IPO) of 26,086,958 shares of common stock, with 13,043,479 shares being offered by the company and the same amount by its selling shareholder, SFDS UK Holdings Limited, an indirect wholly owned subsidiary of WH Group. The initial offering price is set at $20.00 per share, aiming for a total gross proceeds of approximately $521.7 million before expenses. The shares will be listed on the Nasdaq Global Select Market under the symbol 'SFD.' Following this offering, WH Group will retain approximately 93.4% ownership of voting shares or 92.4% if underwriters fully exercise their option to purchase additional shares. The company describes itself as an industry leader focusing on packaged meats and fresh pork, emphasizing its commitment to quality and sustainable practices. Risks associated with investing in the stock are highlighted, and an underwriting discount of $0.90 per share is noted. The shares are expected to be delivered on January 29, 2025, following SEC approval, and are subject to a 180-day lock-up agreement for certain shareholders. The document details the company's operations, including a recent carve-out of European operations, market presence, historical financial performance, and strategic goals.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Ipo

Type: New

Accession Number: 000162828025002996

Filing Summary: On January 29, 2025, Smithfield Foods, Inc. filed its amended and restated articles of incorporation and bylaws, which became effective upon filing. In connection with this, the Company completed its initial public offering (IPO) of 26,086,958 shares of common stock at a public price of $20.00 per share, yielding approximately $234.1 million in net proceeds after underwriting discounts and expenses. The offering included shares sold by both the Company and a selling shareholder, with an option for underwriters to purchase additional shares. Furthermore, the Company's board approved the Omnibus Incentive Plan and Employee Stock Purchase Plan, with shares reserved under these plans corresponding to 5.0% and 0.5% of the outstanding shares post-IPO.

Document Link: View Document

Form Type: CORRESP

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: New

Accession Number: 000162828025002347

Filing Summary: Smithfield Foods, Inc. has submitted a request for the acceleration of the effective date of their Registration Statement on Form S-1, originally filed on January 6, 2025, with the SEC. The company is seeking for the statement to become effective on January 27, 2025, at 3:00 p.m. Eastern Time or as soon as possible thereafter. This request is made pursuant to Rule 461 under the Securities Act of 1933. The company has designated outside counsel to manage communications regarding the effective date of the Registration Statement and has authorized their counsel to modify or withdraw this request if necessary.

Document Link: View Document

Form Type: CORRESP

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: New

Accession Number: 000162828025002348

Filing Summary: Smithfield Foods, Inc. has filed a request for acceleration of the effective date of its Registration Statement on Form S-1, which is set to become effective at 3:00 p.m. Eastern Time on January 27, 2025. The company, represented by several underwriters including Morgan Stanley & Co. LLC, BofA Securities, Inc., and Goldman Sachs & Co. LLC, has indicated that they will take reasonable steps to ensure adequate distribution of the preliminary prospectus prior to the requested effective time. The filing complies with relevant rules under the Securities Act of 1933 and the Securities Exchange Act of 1934.

Document Link: View Document

Form Type: S-1/A

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: Update

Accession Number: 000162828025001928

Filing Summary: Smithfield Foods, Inc. is filing Amendment No. 1 to its S-1 registration statement for an initial public offering (IPO) of common stock. The company is offering 17,400,000 shares alongside an indirect subsidiary, SFDS UK Holdings Limited, which is also offering 17,400,000 shares. There is an expected IPO price range of $23.00 to $27.00 per share. The company intends to list the shares on Nasdaq under the symbol 'SFD'. Upon completion, WH Group will own approximately 91.2% of the voting shares, indicating that Smithfield will be classified as a controlled company. The document provides a detailed overview of Smithfield's operations, financial performance, and the implications of the public offering, including risk factors and the intended use of proceeds from the sale of shares. It highlights Smithfield's role as a leading provider of packaged meats in the U.S. and the carve-out of European operations to focus on the North American market. The registration statement will become effective once the SEC declares it so, with the offering commencing soon after approval.

Document Link: View Document

Form Type: S-1

Filing Date: 2025-01-06

Corporate Action: Ipo

Type: New

Accession Number: 000162828025000470

Filing Summary: On January 6, 2025, Smithfield Foods, Inc. filed its Form S-1 registration statement with the Securities and Exchange Commission for its initial public offering (IPO) of common stock. The document outlines the sale of shares being offered both by the company and SFDS UK Holdings Limited, a wholly owned subsidiary of their parent company, WH Group Limited. There is no public market currently for the company's common stock, and they have applied to list on the Nasdaq Global Select Market under the symbol 'SFD'. The prospectus indicates that Smithfield, which had over $14 billion in annual sales, plans to engage primarily in packaged meats and fresh pork markets, having experienced significant growth due to its strong market position with major retail and foodservice customers. The company’s market share within the packaged meats industry is approximately 20% by volume, and it is also the leading fresh pork processor in the United States. The filing details the company's extensive operational backdrop, including its post-2024 restructuring following a carve-out of European operations and a strong focus on enhancing profitability through innovation and a simplified product range. Risk factors and financial information are included in the prospectus, underscoring the company's mission to provide responsible and sustainable food products while driving investor value.

Document Link: View Document

Form Type: CORRESP

Filing Date: 2025-01-06

Corporate Action: Ipo

Type: Update

Accession Number: 000162828025000468

Filing Summary: Smithfield Foods, Inc. has submitted a response to comments from the SEC regarding Amendment No. 2 to their Draft Registration Statement on Form S-1, which was submitted on December 13, 2024. The response addresses comments received in a letter dated December 20, 2024, from the SEC staff. Key changes include the identification of SFDS UK Holdings Limited as the selling shareholder and a commitment to file the lock-up agreement as an exhibit to the underwriting agreement in the future. The company has concurrently filed a Registration Statement on Form S-1 reflecting these changes and additional information.

Document Link: View Document

Form Type: DRS/A

Filing Date: 2024-12-13

Corporate Action: Ipo

Type: New

Accession Number: 000162828024051222

Filing Summary: On December 13, 2024, Smithfield Foods, Inc. submitted a registration statement under the Securities Act of 1933 for an initial public offering (IPO) of common stock. This marks a significant transition for the company, which seeks to establish a public trading presence. The offering comprises shares being sold by Smithfield as well as shares sold by an indirect wholly-owned subsidiary of the parent company, WH Group Limited. Importantly, WH Group will maintain controlling interest post-offering, retaining a significant percentage of voting power in Smithfield's common stock. The IPO price range and the exact number of shares to be offered are yet to be determined. Smithfield's prospectus highlights its robust market position, with a substantial share in the packaged meats sector and a strong financial track record, including $14 billion in annual sales, driven by a diverse portfolio of well-known brands. The document also outlines the risks associated with the investment in common stock and notes that the SEC has not endorsed the securities. Additionally, Smithfield has undergone a strategic restructuring, having previously carved out its European operations to concentrate on the North American market. The company emphasizes its commitment to high food safety standards and operational excellence throughout its extensive supply chain.

Document Link: View Document

Form Type: DRSLTR

Filing Date: 2024-12-13

Corporate Action: Ipo

Type: Update

Accession Number: 000162828024051220

Filing Summary: On December 13, 2024, Smithfield Foods, Inc. submitted Amendment No. 1 to its Draft Registration Statement on Form S-1. This amendment addresses comments made by the SEC's Division of Corporation Finance regarding the previous submission made on November 18, 2024. Key changes include the inclusion of a table of contents on the inside front cover, adjustments to the presentation of financial metrics to feature net income alongside adjusted EBITDA, and revisions to the representation of market share claims with supporting documentation. The company has also modified its market presentation to focus on the U.S. value-added packaged meats market, which significantly contributes to its revenue. Additionally, Smithfield detailed its equity method investments and clarified its recent recognition of employee retention tax credits related to costs incurred during the pandemic. The document indicates ongoing preparations for a public offering and highlights amendments expected in the registration statement, including attaching a shareholders’ agreement as an exhibit.

Document Link: View Document

Form Type: DRS/A

Filing Date: 2024-11-18

Corporate Action: Ipo

Type: New

Accession Number: 000162828024048297

Filing Summary: Smithfield Foods, Inc. filed a Form DRS/A with the SEC on November 18, 2024, in connection with its initial public offering (IPO) of common stock. This filing includes a preliminary prospectus that outlines the details of the offering, including the number of shares being sold and the expected price range per share. The company indicates that there is currently no public market for its shares and intends to apply for listing on a recognized exchange under the symbol 'SFD'. The filing states that WH Group Limited, a significant shareholder, will also be offering shares alongside Smithfield, with no proceeds going to Smithfield from WH Group's sale. The prospectus emphasizes the company's role as a leading provider of packaged meats in the U.S., highlighting its financial performance and competitive position in the market. In August 2024, Smithfield completed a carve-out of its European operations to focus on North America, positioning itself strongly for this public offering. Risks associated with investing in the company's stock are also discussed in the document, leading with the emphasis on operational excellence, innovation, and corporate responsibility in their mission statement.

Document Link: View Document

Form Type: DRS

Filing Date: 2024-10-04

Corporate Action: Ipo

Type: New

Accession Number: 000162828024042325

Filing Summary: Smithfield Foods, Inc. has filed a registration statement with the SEC for its initial public offering (IPO) of common stock. The company is offering shares along with a selling shareholder, WH Group Limited, and will not receive proceeds from the selling shareholder's stock sale. No public market exists yet for the common shares, expected to be priced between a undisclosed range. The prospectus outlines the company's recent transition following the carve-out of its European operations in August 2024 and emphasizes its strong position as a leader in the packaged meats sector. The company aims for a listing under the symbol 'SFD'. The offerings are subject to market conditions and regulatory approvals. Investing in Smithfield's shares comes with associated risks, with detailed disclosures provided in the prospectus.

Document Link: View Document