FOR IMMEDIATE
RELEASE
 
 
 
 Contact:
 Keira
Ullrich
 Smithfield
Foods, Inc.
 (212)
758-2100
 keiraullrich@smithfieldfoods.com


Smithfield
Foods Announces Pricing of $625 Million
 Senior
Secured Notes Offering
 
 SMITHFIELD,
Virginia (June 26, 2009)—Smithfield Foods, Inc. (NYSE: SFD) announced today that
it has priced its previously announced offering of senior secured notes due July
2014. The notes will have an interest rate of 10% per annum and will be 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.
 
 The
notes will be offered and sold to qualified institutional buyers in the United
States pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the Securities Act of 1933.
 
 The
notes will be guaranteed by substantially all of the U.S. subsidiaries of the
company. The notes and guarantees will be secured by first-priority liens,
subject to permitted liens and exceptions for excluded assets, in substantially
all of the company’s and its subsidiary guarantors’ fixed assets, including
certain real property, fixtures and equipment and tangible personal property,
and by second-priority liens, subject to permitted liens, in substantially all
of the company’s and its subsidiary guarantors’ cash and cash equivalents,
certain material intellectual property, the common equity of the subsidiary
guarantors, inventory, accounts receivable and other personal property relating
to such inventory and accounts receivable.
 
 The
sale of the notes is expected to be consummated in early July 2009, subject to
market and other conditions, including the consummation of a new $1 billion
asset-based credit facility and a new $200.0 million term loan.
 
 The new
credit facility will replace the company’s existing U.S. revolving credit
facility and will include an option, subject to certain conditions, to increase
available commitments to $1.3 billion in the future. Similar to the notes, the
new credit facility will be guaranteed by substantially all of the U.S.
subsidiaries of the company. The new credit facility will be secured by
first-priority liens, subject to permitted liens and exceptions for excluded
assets, in substantially all of the company’s and its subsidiary guarantors’
cash and cash equivalents, certain material intellectual property, the common
equity of substantially all of the U.S. subsidiaries, inventory, accounts
receivable and other personal property relating to such inventory and accounts
receivable and certain other assets, and by second-priority liens, subject to
permitted liens, in the assets in which the notes being offered will have a
first priority lien.
 
 The
company also is negotiating a new $200 million term loan expected to mature in
August 2013 to replace its existing $200 million term loan that matures in
August 2011. The new term loan would be guaranteed and secured on the same basis
as the new senior secured notes.
 
 The
notes have not been registered under the Securities Act of 1933 or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act of 1933 and applicable state laws.
 
 This
press release shall not constitute an offer to sell or a solicitation of an
offer to purchase the notes or any other securities, and shall not constitute an
offer, solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act of
1933.
  
  Smithfield
Foods is the world’s largest pork processor and hog producer, with revenues
exceeding $12 billion in fiscal 2009. For more information, visit www.smithfieldfoods.com.
 
 This
news release contains "forward-looking" statements within the meaning of the
federal securities laws. The forward-looking statements includes statements
concerning the Company's outlook for the future, as well as other statements of
beliefs, future plans and strategies or anticipated events, and similar
expressions concerning matters that are not historical facts. The Company's
forward-looking information and statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, the statements. These risks and uncertainties
include the ability to consummate the transactions described in this press
release, availability and prices of live hogs and cattle, raw materials, fuel
and supplies, food safety, livestock disease, live hog production costs, product
pricing, the competitive environment and related market conditions, the
inability to refinance or otherwise amend our existing indebtedness on terms
favorable to us or at all, hedging risk, operating efficiencies, changes in
interest rate and foreign currency exchange rates, access to capital, the
investment performance of the Company's pension plan assets and the availability
of legislative funding relief, the cost of compliance with environmental and
health standards, adverse results from on-going litigation, actions of domestic
and foreign governments, labor relations issues, credit exposure to large
customers, the ability to make effective acquisitions and successfully integrate
newly acquired businesses into existing operations, the Company's ability to
effectively restructure portions of its operations and achieve cost savings from
such restructurings and other risks and uncertainties described in the Company's
Annual Report on Form 10-K for fiscal 2009. Readers are cautioned not to place
undue reliance on forward-looking statements because actual results may differ
materially from those expressed in, or implied by, the statements. Any
forward-looking statement that the Company makes speaks only as of the date of
such statement, and the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise. Comparisons of results for current and any prior periods
are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical
data.
 
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