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): July ~~June 29~~22, 2022

SANDERSON FARMS, INC.

(Exact name of Registrant as Specified in its Charter)

Mississippi

1-14977

64-0615843

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


127 Flynt Road, Laurel, Mississippi		39443
(Address of Principal Executive Offices)		(Zip Code)

(601) 649-4030

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, $1 par value per share

SAFM

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On July 22, 2022, Sanderson Farms, Inc., a Mississippi business corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), with Walnut Sycamore Holdings LLC, a Delaware limited liability company (“Parent”), Sycamore Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes of certain provisions specified therein, Wayne Farms LLC, a Delaware limited liability company (“Wayne Farms”). Upon the effective time of the Merger (as defined below) (the “Effective Time”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent. Parent is a joint venture formed between Continental Grain Company and Cargill, Incorporated.

Item 1.02.

Termination of a Material Definitive Agreement.

The information provided in the Introductory Note of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.

Concurrently with the Effective Time, the Company terminated all commitments outstanding under that certain Credit Agreement, dated April 23, 2021 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the lenders and other parties from time to time party thereto and BMO Harris Bank N.A., as agent. In connection with the termination of the Credit Agreement, all outstanding loans and other amounts due thereunder were repaid in full.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Completion of the Merger

The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report is incorporated herein by reference.

On July 22, 2022, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent.

At the Effective Time, each share of common stock, par value $1.00 per share, of the Company (the “Shares”) outstanding immediately prior to the Effective Time (other than (i) Shares owned by the Company as treasury stock or otherwise, Parent, Merger Sub or by any wholly owned subsidiary of the Company, Parent or Merger Sub and (ii) Shares covered by the Company’s restricted stock awards) was automatically converted into the right to receive $203.00 per Share in cash, without interest (the “Merger Consideration”).

At the Effective Time, (i) each restricted Share that was outstanding immediately prior to the Effective Time became fully vested and was converted into the right to receive an amount in cash equal to the Merger Consideration, payable shortly following Closing, and (ii) for each Company performance share award that was outstanding immediately prior to the Effective Time, other than those held by Joe F. Sanderson, Lampkin Butts and Mike Cockrell, each Share covered by the award that was earned based on actual performance through October 31, 2021 was converted into the right to receive the Merger Consideration, payable shortly following Closing, and the excess of the maximum number of Shares covered by the award over the earned Shares was converted into an unvested cash award that will vest and be paid on the first anniversary of the closing date of the Merger or upon an earlier qualifying termination of employment. For the Company performance share awards held by Messrs. Sanderson, Butts and Cockrell, the maximum number of shares covered by the Award were each converted into the right to receive the Merger Consideration, payable shortly following Closing.

In connection with the Closing, Mr. Cockrell received a transaction bonus of $2.4 million upon the Closing. Additionally, Messrs. Sanderson, Butts and Cockrell were paid a pro rata fiscal year 2022 bonus based on maximum performance (as opposed to target performance) upon the Closing.

The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 9, 2021, and is incorporated by reference herein.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.

On July 22, 2022, the Company notified the NASDAQ Stock Market LLC (“NASDAQ”) that the Merger had been completed, and requested that NASDAQ suspend trading of the Shares on NASDAQ prior to the opening of trading on July 22, 2022. The Company also requested that NASDAQ file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all Shares from NASDAQ and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on NASDAQ.

In addition, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.01.

Change in Control of Registrant.

The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.

As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became an indirect wholly owned subsidiary of Parent. Parent is a joint venture formed between Continental Grain Company and Cargill, Incorporated.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.

Directors

In accordance with the terms of the Merger Agreement, at the Effective Time, each of Lampkin Butts, Mike Cockrell, Gail Jones Pittman, Phil K. Livingston, Joe F. Sanderson, Jr., Beverly Wade Hogan, Toni D. Cooley, Fred Banks Jr., John Bierbusse, Suzanne T. Mestayer, Edith Kelly-Green, David Barksdale and Sonia A. Perez ceased to serve as directors of the Company. Effective as of the Effective Time, in accordance with the Merger Agreement, Jon Nash, Patrick Locken and Ari Gendason, who were appointed by the managing member of Merger Sub immediately prior to the Effective Time became directors of the Company.

Officers

Effective as of the Effective Time, the officers of the Company as of immediately prior to the Effective Time continued as officers of the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the By-Laws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Bylaws”). A copy of the Amended Restated Bylaws of the Company is filed as Exhibits 3.1 to this Current Report, respectively, and is incorporated herein by reference.

Item 8.01

Other Events

AsOn ~~previously announced, on August~~July 822, ~~2021~~2022, ~~Sanderson Farms, Inc., a Mississippi business corporation (~~the “Company~~”),~~ ~~entered~~issued ~~into~~a anpress ~~Agreement~~release ~~and~~announcing ~~Plan of Merger (~~the ~~“Merger~~closing Agreement”) with Walnut Sycamore Holdings LLC, a Delaware limited liability company (“Parent”), Sycamore Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes of certain provisions specified therein, Wayne Farms LLC, a Delaware limited liability company (“Wayne Farms”), which provides, among other things and subject to the ~~terms and conditions set forth therein, that~~ Merger. The ~~Sub~~press ~~will~~release beis ~~merged~~attached ~~with~~hereto ~~and into the Company (the “Merger”), with the Company continuing~~ as ~~the~~Exhibit ~~surviving~~99.1 ~~corporation~~ and asis anincorporated ~~indirect~~by ~~wholly~~reference ~~owned subsidiary of Parent~~herein.

~~The~~Item ~~Merger~~9.01. ~~Agreement~~Financial ~~and~~Statements ~~certain related proposals were approved by the Company’s stockholders at a special meeting of the Company’s stockholders held on October 21, 2021,~~ and ~~the parties to the Merger Agreement continue to work to satisfy the other conditions to the closing of the Merger~~Exhibits. While the Company no longer expects the Merger to be completed in the first half of the calendar year 2022, the Company continues to expect the Merger to be completed in accordance with the terms of the Merger Agreement.

There can be no assurance, however, that the conditions to the closing of the Merger will be satisfied or that the parties will waive any of such conditions, or that the completion of the Merger will occur on or before the End Date (~~as defined in the Merger Agreement~~d). Exhibits

Cautionary Statement Regarding Forward-Looking Statements


2.1		Agreement and Plan of Merger, dated as of August 8, 2021, by and among Sanderson Farms, Inc., Walnut Sycamore Holdings LLC, Sycamore Merger Sub LLC and solely for purposes of certain provisions specified therein, Wayne Farms LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 9, 2021).

3.1		Amended and Restated Bylaws of Sanderson Farms, Inc.

99.1		Press Release, dated July 22, 2022

104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.

This Current Report on Form 8-K includes forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended April 30, 2022, and the following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction and the related transactions involving affiliates of Cargill and Continental Grain that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction; (2) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals), and the related transactions involving affiliates of Cargill and Continental Grain, in the anticipated timeframe or at all; (3) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s shares of common stock, par value $1.00 per share; (4) disruption from the proposed transaction making it more difficult to maintain business and operational relationships; (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement entered into pursuant to the proposed transaction or of the transactions involving affiliates of Cargill and Continental Grain; (6) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction; (7) disruption from the proposed transaction making it difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Company’s customers, vendors and others with whom it does business; (8) significant transaction costs; (9) the risk of litigation and/or regulatory actions related to the proposed transaction or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future; (10) other business effects, including the effects of industry, market, economic, political or regulatory conditions; (11) information technology system failures, data security breaches, data privacy

compliance, network disruptions, and cybersecurity, malware or ransomware attacks; (12) changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above, and could include: high absentee rates that have prevented and may continue to prevent the Company from running some of its facilities at full capacity, or could in the future cause facility closures; (13) an inability of contract poultry producers to manage their flocks; (14) supply chain disruptions for feed grains; (15) further changes in customer orders due to shifting consumer patterns; (16) disruptions in logistics and the distribution chain for the Company’s products; (17) liquidity challenges; and (18) a continued or worsening decline in global commercial activity, among other unfavorable conditions.

Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by the Company. When used in this communication, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward looking statements. Forward-looking statements in this communication may include, without limitation: statements about the potential benefits of the proposed acquisition, anticipated growth rates, the Company’s plans, objectives, expectations, and the anticipated timing of closing the proposed transaction.

SIGNATURES

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.

SANDERSON FARMS, INC.


SANDERSON FARM, INC. (Registrant)

	By:	/s/ Jeremy V. Kilburn
		Jeremy V. Kilburn
		Vice President, General Counsel & Secretary

Date: July 22, 2022

(Registrant)

By: /s/ D. Michael Cockrell D. Michael Cockrell Treasurer, Chief Financial Officer and Chief Legal Officer

Date: June 29, 2022

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