Tyson Foods, Inc. $5.7 Billion Bridge Facility and $2.5 Billion Term Loan Facility

Davis Polk advised Tyson Foods, Inc. on its entering into a $5.7 billion 364-day senior unsecured bridge term loan facility and a $2.5 billion senior unsecured term loan facility (the “Facilities”). Morgan Stanley Senior Funding, Inc. is acting as administrative agent for the Facilities.

Lenders under the Facilities will be obligated to lend upon the satisfaction of certain conditions, including the consummation of a tender offer in connection with Tyson Foods’ proposed acquisition of The Hillshire Brands Company. The proceeds of the Facilities will be used to finance the acquisition and associated fees and expenses. Commitments under the 364-day bridge facility will be automatically reduced by, among other things, the net cash proceeds of certain offerings of debt, equity or equity-linked securities and certain asset sales.

Tyson Foods, with headquarters in Springdale, Arkansas, is one of the world’s largest meat protein companies and the second-largest food production company in the Fortune 500, with one of the most recognized brand names in the food industry. Tyson Foods produces, distributes and markets chicken, beef, pork, prepared foods and related allied products.

The Davis Polk credit team included partner Joseph P. Hadley, and associates Yitz Segal and David S. Wheelock. Partner Gregory S. Rowland and associates Vanessa K. Rakel and Denise Yablonovich provided Investment Company Act of 1940 advice. All members of the Davis Polk team are based in the New York office.

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