Smithfield Foods Secures New Credit Line, Completes $625 Million Senior Secured Notes Offering and Replaces Term Loan

The new credit facility is guaranteed by substantially all of the U.S. subsidiaries of the Company. It is secured by first-priority liens in substantially all of the Company's and its U.S. subsidiaries' cash, intellectual property, equity interests in the subsidiary guarantors, inventory, accounts receivable and other personal property, and by second-priority liens in the assets on which the Company's new senior secured notes have a first-priority lien. The new credit facility contains a minimum fixed charge coverage ratio of 1.1 to 1.0 that is only applicable when availability under the new credit facility is less than the greater of 15% of the revolving commitments under the facility and $120.0 million.

The Company also announced that it has closed its previously announced offering of $625 million aggregate principal amount of senior secured notes due July 2014. The notes accrue interest at a rate of 10% per annum and have been 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. Similar to the new credit facility, the notes are guaranteed by substantially all of the U.S. subsidiaries of the Company. The notes and guarantees are secured by first-priority liens 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 on the assets on which the lenders under the new credit facility have a first-priority lien.

The Company has also entered into a new $200 million term loan with Rabobank Nederland as administrative agent that will mature on August 29, 2013. The new term loan replaces the Company's previous $200 million term loan with Rabobank Nederland as administrative agent that was scheduled to mature in August 2011. The new term loan is guaranteed and secured on the same basis as the new senior secured notes.

The notes offering, the new credit facility and the new $200 million term loan were initiated as part of Smithfield's ongoing debt restructuring efforts.

C. Larry Pope, President and Chief Executive Officer of the Company, stated: "With the transactions we consummated today, we have taken decisive and proactive steps to restructure our balance sheet. The new credit facility, new senior secured notes due 2014 and new Rabobank term loan provide a clear path to repayment of near-term obligations and the extension of certain mid-term maturities, while maintaining more than adequate liquidity. In addition, the new credit facility, in conjunction with our intention to refinance our present European revolver, will begin to significantly reduce our exposure to financial covenant risks. We believe these actions will enable us to weather the current economic environment and the results of our hog production segment, which we expect to begin to improve in the second half of fiscal 2010."

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. The notes were sold only to qualified institutional buyers inthe United States pursuant to Rule 144A and outsidethe United States pursuant to Regulation S under the Securities Act of 1933, as amended. The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state laws.

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 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.

SOURCE Smithfield Foods, Inc.

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