SPRINGDALE, Ark., Aug. 24, 2026 (GLOBE NEWSWIRE) -- Tyson Foods, Inc. (the "Company" or "we") $(TSN)$ announced today the early results of the previously announced offers to purchase for cash commenced by the Company for the notes issued by the Company listed in the following table (the "Notes") (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels (as defined below) and (ii) subject to, among other things, the Maximum Tender Cap, the 2027 Tender Sub-Cap and possible pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below), and our election, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below), to make payment for such Notes on August 26, 2026 (the "Early Settlement Date").
The offers to purchase with respect to each series (each, a "Series") of Notes are referred to herein as the "Offers" and each, an "Offer." Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated August 10, 2026 (as may be amended or supplemented from time to time, including pursuant to this press release, the "Offer to Purchase"). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
In addition, the Company also announced that it has exercised its previously disclosed right to amend the terms of the Offers to eliminate the 5.400% 2029 Tender Sub-Cap. Except as described in this press release, the terms and conditions of the Offers set forth in the Offer to Purchase remain unchanged.
The Tender Agent and Information Agent (each as defined below) for the Offers has advised the Company that, as of 5:00 P.M., New York City time, on August 21, 2026 (such date and time, the "Early Tender Deadline"), the aggregate principal amounts of (i) 3.550% Senior Notes due 2027, (ii) 5.400% Senior Notes due 2029 and (iii) 4.350% Senior Notes due 2029 listed in the table below had been validly tendered and not validly withdrawn. The Withdrawal Deadline of 5:00 P.M., New York City time, on August 21, 2026 has passed and accordingly, the Notes validly tendered pursuant to the Offers may no longer be withdrawn, except in the limited circumstances described in the Offer to Purchase.
Principal
Amount
Tendered as
Principal Acceptance of the Early
Title of Amount Tender Priority Tender
Security CUSIP / ISIN Outstanding Sub-Cap(1) Level Deadline
-------------- ------------- -------------- ------------ ---------- ------------
3.550% Senior CUSIP: 902494
Notes due BC6 ISIN:
2027 US902494BC62 $1,300,000,000 $800,000,000 1 $571,260,000
-------------- ------------- -------------- ------------ ---------- ------------
5.400% Senior CUSIP: 902494
Notes due BL6 ISIN:
2029 US902494BL61 $600,000,000 N/A 2 $389,974,000
-------------- ------------- -------------- ------------ ---------- ------------
4.350% Senior CUSIP: 902494
Notes due BK8 ISIN:
2029 US902494BK88 $1,000,000,000 N/A 3 $542,124,000
-------------- ------------- -------------- ------------ ---------- ------------
(1) The 2027 Tender Sub-Cap represents the maximum aggregate purchase price of 3.550% Senior Notes due 2027 that will be purchased within the Offers. We reserve the right, but are under no obligation, to increase, decrease or eliminate the 2027 Tender Sub-Cap at any time, including on or after the Price Determination Date (as defined below) and without extending the Early Tender Deadline or Withdrawal Deadline, subject to compliance with applicable law.
The amounts of each Series of Notes that are accepted for purchase in each Offer will be determined in accordance with the priorities identified in the column "Acceptance Priority Level" in the table above (each, an "Acceptance Priority Level" and, collectively, the "Acceptance Priority Levels") and subject to the Maximum Tender Cap and the 2027 Tender Sub-Cap. As used herein, "Maximum Tender Cap" means an aggregate purchase price (including principal and premium, but excluding Accrued Interest) of no more than $1,200,000,000 for all of the Notes subject to the Offers, as such amount may be increased, decreased or eliminated by us pursuant to the terms of the Offer to Purchase. Because Holders validly tendered and did not validly withdraw their Notes on or before the Early Tender Deadline in an amount that the Company expects will result in an aggregate purchase price (excluding Accrued Interest) that exceeds the Maximum Tender Cap, the Company expects to accept for purchase a portion of the tendered 4.350% Senior Notes due 2029 in accordance with the proration procedures set forth in the Offer to Purchase.
Additionally, although the Offers will expire at 5:00 P.M., New York City time, on September 8, 2026 (as the same may be extended with respect to any Offer, the "Expiration Date"), because the Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline are expected to have an aggregate purchase price (excluding Accrued Interest) that exceeds the Maximum Tender Cap, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Deadline on a subsequent settlement date.
The applicable Total Consideration for each $1,000 in principal amount of the Notes validly tendered and not validly withdrawn before the Early Tender Deadline and accepted for purchase pursuant to the Offers will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid price of the applicable Reference Security, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer Managers (as defined below) at 10:00 A.M., New York City time, on August 24, 2026 (the "Price Determination Date"). In addition to the applicable Total Consideration, accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date will be paid in cash on all validly tendered Notes accepted for purchase in the Offers (the "Accrued Interest"). The Total Consideration, plus Accrued Interest, for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be paid by us in same-day funds on the Early Settlement Date.
The Company will issue a press release specifying the Total Consideration for each series of Notes expected to be accepted for purchase.
Our obligation to accept for purchase, and to pay for, the Notes that are validly tendered and not validly withdrawn pursuant to each Offer, up to the Maximum Tender Cap or, if applicable, the 2027 Tender Sub-Cap, is conditioned on the satisfaction or waiver by us of a number of conditions set forth in the Offer to Purchase, in each case unless waived by us as provided in the Offer to Purchase.
We expressly reserve the right, in our sole discretion, to amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate any of the Offers, including the right to amend or eliminate the Maximum Tender Cap and/or the 2027 Tender Sub-Cap, in each case, at any time at or prior to the Expiration Date.
The Offer to Purchase sets forth a complete description of the terms and conditions of the Offers. Holders of the Notes ("Holders") are urged to read the Offer to Purchase carefully before making any decision with respect to the Offers.
BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Rabo Securities USA, Inc. are serving as the Dealer Managers in connection with the Offers (collectively, the "Dealer Managers"). Questions regarding terms and conditions of the Offers should be directed to BofA Securities, Inc. by calling toll free at (888) 292-0070 or collect at (980) 388-0539, to J.P. Morgan Securities LLC by calling toll free at (866) 834-4666 or collect at (212) 834-4818, to Morgan Stanley & Co. LLC by calling toll free at (800) 624-1808 or collect at (212) 761-1057 or to Rabo Securities USA, Inc. by calling toll free at (866) 746-3850.
D.F. King & Co., Inc. has been appointed as information agent (the "Information Agent") and tender agent (the "Tender Agent") in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Offer to Purchase, may be directed to D.F. King & Co., Inc. by calling collect at (212) 257-2075 (for banks and brokers) or toll free at (800) 967-5074 (for all others) or via e-mail at tyson@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.
None of the Company, the Dealer Managers, D.F. King & Co., Inc., the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.