Tyson Foods Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$TSN
Meat/Poultry/Fish
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 12, 2025
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Item 1.01. Entry into a Material Definitive Agreement.
On December 12, 2025 (the “Effective Date”), Tyson Foods, Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with the lenders from time to time party thereto and CoBank, ACB (“CoBank”), as administrative agent, which replaced the Company’s existing Term Loan Agreement, dated as of May 3, 2023, between the Company, the lenders from time to time party thereto, and CoBank, as administrative agent (the “2023 Term Loan Agreement”). Concurrent with entry into the Loan Agreement, the Company repaid all outstanding borrowings and interest due under the 2023 Term Loan Agreement as of the Effective Date and terminated all commitments thereunder. The 2023 Term Loan Agreement had provided for aggregate commitments of up to $750 million and had outstanding borrowings on the Effective Date of $440 million.
The Loan Agreement provides for a senior unsecured revolving credit facility with aggregate commitments of $750 million which matures on the third anniversary of the Effective Date (the “Revolving Facility Maturity Date”). The Company may make an election (the “Term-Out Election”), with at least ten business days’ notice prior to the Revolving Facility Maturity Date, to convert all or part of the outstanding borrowings under the revolving credit facility into one or more of Tranche A, B, C or D term loans that will mature one, three, five or seven years, respectively, after the Revolving Facility Maturity Date.
Interest on borrowings under the Loan Agreement will accrue and be payable, at the Company’s option, at an annual rate equal to (a) the Term SOFR Rate or Daily Simple SOFR Rate (each as defined in the Loan Agreement) plus an applicable spread or (b) an alternate base rate plus an applicable spread. For revolving loans, an Unused Commitment Fee (as defined in the Loan Agreement) will also accrue and be payable to the lenders based on the aggregate amount of unused commitments under the revolving credit facility. The Unused Commitment Fee and applicable spreads will be the percentages described in the following chart that corresponds to the Company’s corporate credit rating from S&P or Moody’s, as applicable.
| Ratings Level Moody’s/S&P | Term SOFR/Daily Simple SOFR Spread for Revolving Loans, Tranche A Term Loans and Tranche B Term Loans | Term SOFR/Daily Simple SOFR Spread for Tranche C Term Loans | Term SOFR/Daily Simple SOFR Spread for Tranche D Term Loans | Unused Commitment Fee | ||||||||||
Level 1 BBB+/Baal or above | 1.500% | 1.575% | 1.725% | 0.100% | ||||||||||
Level 2 BBB/Baa2 | 1.600% | 1.700% | 1.850% | 0.110% | ||||||||||
Level 3 BBB-/Baa3 | 1.725% | 1.825% | 1.975% | 0.150% | ||||||||||
Level 4 BB+/Bal or below | 1.975% | 2.075% | 2.225% | 0.200% | ||||||||||
The covenants under the Loan Agreement are generally consistent with those in the 2023 Term Loan Agreement and include negative covenants limiting subsidiary indebtedness; liens; mergers, consolidations, liquidations and dissolutions; asset sales; and changes in lines of business of the Company and its subsidiaries, in each case subject to certain exceptions. In addition, and consistent with the 2023 Term Loan Agreement, the Loan Agreement requires the Company to maintain a minimum interest expense coverage ratio (Consolidated EBITDA to Consolidated Cash Interest Expense, each as defined in the Loan Agreement) of at least 3.50 to 1.0 as of the end of each fiscal quarter (in each case, calculated on a trailing four fiscal quarter basis). Under the Loan Agreement, Consolidated EBITDA includes additional add-backs to net income for certain taxes, losses and charges.
The Loan Agreement contains events of default substantially consistent with those in the 2023 Term Loan Agreement, such as non-payment of obligations under other debt facilities, violation of affirmative or negative covenants, material inaccuracy of representations, non-payment of other material debt, bankruptcy or insolvency, ERISA and certain judgment defaults, change of control and failure of any guarantee to remain in full force and effect.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the termination of the 2023 Term Loan Agreement and commitments, as well as the repayment of all borrowings thereunder, effective upon the Company’s entry into the Loan Agreement on December 12, 2025, is hereby incorporated by reference into this Item 1.02. The 2023 Term Loan Agreement was previously described under Item 5 of the Company’s quarterly report on Form 10-Q for the quarterly period ended April 1, 2023, which descriptions are hereby incorporated by reference into this Item 1.02.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit Number | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File formatted in iXBRL. | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TYSON FOODS, INC. | |||||||||||
| Date: December 12, 2025 | By: | /s/ Curt T. Calaway | |||||||||
| Name: | Curt T. Calaway | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
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