SEC Comment Letter for SMITHFIELD FOODS INC (SFD) (CIK 0000091388) (SFD) — Aug 8, 2013
SMITHFIELD FOODS INC (SFD) (CIK 0000091388)
Date: Aug. 8, 2013 · CIK: 0000091388 · Accession: 0000000000-13-043729
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 15, 2013
Letter
August 8, 2013 Via E -mail Robert W. Manly , IV Chief Financial Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430
Re: Smithfield Foods, Inc. Preliminary Proxy Statement on Schedule 14A (Revised) Filed July 26 , 2013 File No. 001 -15321
Dear Mr. Manly :
We have reviewed your responses to the comments in our letter dated July 15, 2013 and have the following additional comments. All page numbers below correspond to the marked version of your filing.
Legal Proceedings Regarding the Merger, page 7
1. Please provide us with copies of the complaint related to the proposed transaction.
The Merger Proposal, page 27
Background of the Merger, page 28
2. We note your response to our prior comment 4 and reissue in part. Please revise your Background of the Merger section to include a brief discussion of you r negotiations with respect to the proposed jo int delisting takeover referenced in your response to us , and a brief discussion of the reasons for terminating the negotiations.
Opinion of Smithfield’s Financial Advisor, page 43
General, page 49
3. Please revise to also disclose any other compensation Barclays has received from you during the last two years. Refer to Item 14(b)(6) of Schedule 14A and Item 1015(b) of Regulation M -A.
Robert W. Manly , IV Smithfield Foods, Inc. August 8, 2013 Page 2
Selected Comparable Company Analysis, page 45
4. On page 45, you state that Barclays believe d that, of the selected comparable companies, Tyson Foods, Inc. was the most similar to you. Please describe the basis of this belief and whether the results of Barclays’ analysis of Tysons Foods, Inc. were weighted more heavily in the selected comparable company analysis.
Selected Precedent Transaction Analysis, page 46
5. Please clarify the criteria used for selecting the transactions for this analysis so that investors can understand why more recent transactions may not have fit the criteria or advise .
Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3210 with an y other questions.
Sincerely,
/s/ Susan Block
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August 8, 2013 Via E -mail Robert W. Manly , IV Chief Financial Officer Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 Re: Smithfield Foods, Inc. Preliminary Proxy Statement on Schedule 14A (Revised) Filed July 26 , 2013 File No. 001 -15321 Dear Mr. Manly : We have reviewed your responses to the comments in our letter dated July 15, 2013 and have the following additional comments. All page numbers below correspond to the marked version of your filing. Legal Proceedings Regarding the Merger, page 7 1. Please provide us with copies of the complaint related to the proposed transaction. The Merger Proposal, page 27 Background of the Merger, page 28 2. We note your response to our prior comment 4 and reissue in part. Please revise your Background of the Merger section to include a brief discussion of you r negotiations with respect to the proposed jo int delisting takeover referenced in your response to us , and a brief discussion of the reasons for terminating the negotiations. Opinion of Smithfield’s Financial Advisor, page 43 General, page 49 3. Please revise to also disclose any other compensation Barclays has received from you during the last two years. Refer to Item 14(b)(6) of Schedule 14A and Item 1015(b) of Regulation M -A. Robert W. Manly , IV Smithfield Foods, Inc. August 8, 2013 Page 2 Selected Comparable Company Analysis, page 45 4. On page 45, you state that Barclays believe d that, of the selected comparable companies, Tyson Foods, Inc. was the most similar to you. Please describe the basis of this belief and whether the results of Barclays’ analysis of Tysons Foods, Inc. were weighted more heavily in the selected comparable company analysis. Selected Precedent Transaction Analysis, page 46 5. Please clarify the criteria used for selecting the transactions for this analysis so that investors can understand why more recent transactions may not have fit the criteria or advise . Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3210 with an y other questions. Sincerely, /s/ Susan Block Susan Block Attorney -Advisor cc: Via E -mail Patrick J. Naughton, Esq. Simpson Thacher & Bartlett LLP