8-K

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): August 17, 2018

Tyson Foods, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State of incorporation or organization)

001-14704

(Commission File Number)

71-0225165

(IRS Employer Identification No.)

2200 West Don Tyson Parkway, Springdale, AR 72762-6999

(479) 290-4000

(Address, including zip code, and telephone number, including area code, of

Registrant’s principal executive offices)

Not applicable

(Former name, former address and former fiscal year, if applicable)

___________________________________

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 (see General Instruction A.2. below):

[ ]    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))

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. ¨

Item 7.01. Regulation FD Disclosure.

On August 17, 2018, Tyson Foods, Inc., a Delaware corporation (“Tyson”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Keystone Foods Holdings Limited, a private limited company organized under the laws of England and Wales (“Seller), and Marfrig Global Foods S.A., a Brazilian corporation (sociedade por ações) and the ultimate parent of Seller. On August 20, 2018, Tyson issued a press release announcing the execution of the Purchase Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. On August 20, 2018, Tyson issued an investor presentation entitled “Acquisition of Keystone Foods,” which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 8.01. Other Events.

On August 17, 2018, Tyson entered into the Purchase Agreement. Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions described therein, Tyson has agreed to acquire (the “Acquisition”) 100% of the issued and outstanding shares of common stock, par value $0.01 per share, of MFG (USA) Holdings, Inc., a Delaware corporation (“MFG”), and all of the issued and outstanding shares of McKey Luxembourg Holdings S.à.r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (together with MFG, “Keystone Foods”). The aggregate purchase price payable by Tyson is $2.16 billion in cash, subject to certain adjustments. The consummation of the Acquisition is subject to customary regulatory approvals and closing conditions and is expected to occur in mid-fiscal year 2019. The consummation of the Acquisition is not subject to any financing condition.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and Keystone Foods; the ultimate outcome of Tyson’s operating strategy applied to Keystone Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and Keystone Foods, including on future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in Tyson’s periodic filings, including Tyson’s Annual Report on Form 10-K for the year ended September 30, 2017. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this communication, and Tyson does not undertake any obligation to update any forward-looking statement except as required by law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Tyson Foods, Inc. dated August 20, 2018
99.2	Investor Presentation of Tyson Foods, Inc., entitled “Acquisition of Keystone Foods” dated August 20, 2018

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: August 20, 2018	By:	/s/ R. Read Hudson
	Name:	R. Read Hudson
	Title:	Vice President, Associate General Counsel and Secretary

EX-99.1

Tyson Foods to Acquire Keystone Foods for $2.16 Billion -Expands Tyson Foods’ value-added protein capabilities serving key foodservice customers -Strengthens global presence in high growth international markets Springdale, Ark. – August 20, 2018 – Tyson Foods, Inc. (NYSE: TSN) today announced it has reached a definitive agreement to buy the Keystone Foods business from Marfrig Global Foods for $2.16 billion in cash. The acquisition of Keystone, a major supplier to the growing global foodservice industry, is Tyson Foods’ latest investment in furtherance of its growth strategy and expansion of its value-added protein capabilities. Headquartered in West Chester, Pennsylvania, Keystone supplies chicken, beef, fish and pork to some of the world’s leading quick-service restaurant chains, as well as retail and convenience store channels. Its value- added product portfolio includes chicken nuggets, wings and tenders; beef patties; and breaded fish fillets. The acquisition includes six processing plants and an innovation center in the U.S. with locations in Alabama, Georgia, Kentucky, North Carolina, Pennsylvania and Wisconsin. (It does not include the beef patty processing plant in Ohio.) It also includes eight plants and three innovation centers in China, South Korea, Malaysia, Thailand and Australia. “Keystone is a leading global protein company and will be a great addition to Tyson Foods,” said Tom Hayes, president and CEO of Tyson Foods. “This acquisition will expand our international presence and value-added production capabilities and help us deliver more value to our foodservice customers. Keystone provides a significant foundation for international growth with its in-country operations, sales and distribution network in high growth markets in the Asia Pacific region as well as exports to key markets in Europe, the Middle East and Africa. We look forward to serving customers with these additional capabilities and to welcoming Keystone’s dedicated team members to the Tyson Foods family.” Keystone, which employs approximately 11,000 people, generated annual revenue of $2.5 billion and Adjusted EBITDA of $211 million in the last 12 months ending June 30, 2018, excluding non-controlling interest and other adjustments1. During the same period, the company generated approximately 65 percent of its revenue from U.S.-based production and the remaining 35 percent from its Asia Pacific plants. 1Please see the Keystone Foods Adjusted EBITDA reconciliation at the end of this release. Tyson Foods expects the acquisition to be accretive to GAAP EPS in the third year and accretive to adjusted EPS in the first year excluding transaction-related costs as well as the incremental depreciation and amortization associated with the transaction. It also expects to generate annual synergies of approximately $50 million by the third year of the acquisition, driven by operational efficiencies, procurement savings, distribution and supply network optimization and other opportunities.

Terms and Closing The acquisition will be funded through a combination of existing liquidity and proceeds from the issuance of new debt. Initial leverage metrics are expected to be well within levels appropriate for the company’s existing investment-grade credit ratings. The company plans to use its cash flows to pay down debt to continue to support its credit ratings and to strengthen its balance sheet. The transaction, which has been approved by Tyson Foods’ board of directors, is expected to close in mid-fiscal 2019. It is subject to customary closing conditions, including regulatory approvals. Morgan Stanley & Co. LLC is acting as exclusive financial adviser to Tyson Foods on the acquisition, and Davis Polk & Wardwell LLP is acting as its legal counsel. A conference call will be held at 9 a.m. Eastern on Monday, Aug. 20. Participants may pre-register for the call at http://dpregister.com/10123208. Callers who pre-register will be given a conference passcode and unique PIN to gain immediate access to the call and bypass the operator. Participants may pre-register at any time, including up to and after the call has started. Those without internet access or who are unable to pre-register may dial in by calling toll free 1-844-890-1795, international toll 1-412-717-9589. A live webcast will be available on the Tyson Foods Investor Relations website at http://ir.tyson.com. The webcast also can be accessed with the URL https://event.on24.com/wcc/r/1812837/239811CF7649EF0868EC3463B2940FA5. A replay of the call will be available until Sept. 20 toll free at 1-877-344-7529, international toll 1-412-317-0088 or Canada toll free 855-669-9658. The replay access code is 10123208.

Keystone Foods Adjusted EBITDA Reconciliation (In millions) (Unaudited) Twelve Months Ended June 30, 2018 Profit from continuting operations $ 119 (+) Parent company fees 5 (+) Non-recurring expenses 13 (+) Amortization of biological assets 21 (+) Depreciation and other amortization 43 (+) Finance expense 37 (+) Finance income (10) (+) Foreign currency and bank fees 3 (+) Tax expense 14 (+) Share of post-tax losses of equity-accounted associates and joint ventures 3 Adjusted EBITDA $ 248 Additional adjustments to Adjusted EBITDA: Less: Amortization of biological assets $ (21) Less: Non-controlling interest (16) Adjusted EBITDA excluding amortization of biological assets and non-controlling assets $ 211 Keystone Foods prepares its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (collectively, “IFRS”). Keystone Foods provided Tyson Foods with this reconciliation of Adjusted EBITDA, which was derived from Keystone Foods’ historical unaudited financial statements for the twelve months ended June 30, 2018. Adjusted EBITDA is a non-IFRS measure used by Keystone Foods. Keystone Foods defined Adjusted EBITDA as profit from continuing operations, as adjusted for parent company fees, non-recurring expenses, amortization of biological assets, depreciation of tangible fixed assets and amortization of finite lived intangibles, finance expense, finance income, foreign currency and bank fees, tax expense and share of post-tax losses of equity accounted associates and joint ventures. Additionally, Keystone Foods provided Tyson Foods with further adjustments to its Adjusted EBITDA to eliminate the add-back of amortization of biological assets as well as deduct the proportionate share of Adjusted EBITDA attributable to minority interest holders (i.e. non- controlling interest). In accordance with generally accepted accounting principles in the United States (in accordance with which Tyson Foods prepares its consolidated financial statements), biological assets and the related expenses are not characterized as intangible assets or amortization expense. Additionally, several of Keystone Foods foreign consolidated subsidiaries are partially owned by minority interest holders. As a result, these adjustments have been eliminated in the above presentation of Adjusted EBITDA, and these adjustments are intended to provide investors with an understanding of the proportionate Adjusted EBITDA attributable to the interests being acquired by Tyson Foods.

Keystone Foods’ Adjusted EBITDA is not a measure defined under IFRS, should not be considered in isolation and should not be regarded as an alternative to profit/(loss) from continuing operations as a measure of operational performance or cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with IFRS. Tyson Foods believes this presentation of Keystone Foods’ Adjusted EBITDA (as adjusted as described above) is useful and helps management, investors and rating agencies enhance their understanding of the expected impact of the Keystone Foods acquisition on Tyson Foods’ financial performance. However, Adjusted EBITDA does not have a standardized meaning, and different companies may use different Adjusted EBITDA definitions. Therefore, Keystone Foods definition of Adjusted EBITDA may not be comparable to the definitions used by other companies. About Tyson Foods Tyson Foods, Inc. (NYSE: TSN) is one of the world’s largest food companies and a recognized leader in protein. Founded in 1935 by John W. Tyson and grown under three generations of family leadership, the company has a broad portfolio of products and brands like Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, Aidells®, ibp® and State Fair®. Tyson Foods innovates continually to make protein more sustainable, tailor food for everywhere it’s available and raise the world’s expectations for how much good food can do. Headquartered in Springdale, Arkansas, the company has 122,000 team members at Sept. 30, 2017. Through its Core Values, Tyson Foods strives to operate with integrity, create value for its shareholders, customers, communities and team members and serve as a steward of the animals, land and environment entrusted to it. Visit www.tysonfoods.com Cautionary Statement Regarding Forward-Looking Statements This communication contains forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction); the possibility that some or all of the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the Keystone Foods operations; the ultimate ability to realize synergies; the effects of the business combination on Tyson Foods and the Keystone Foods operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “will,” “should,” “estimate,” “expect,” “intend,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this communication, and Tyson Foods does not undertake any obligation to update any forward-looking statement except as required by law. #### Tyson Foods Contacts Media: Gary Mickelson, 479-290-6111 Investors: Jon Kathol, 479-290-4235

EX-99.2

Acquisition of Keystone Foods Investor Presentation August 2018

Transaction Overview • Announcing the acquisition of Keystone Foods from Marfrig Global Foods for Summary $2.16 billion in cash • ~8.3x LTM Adjusted EBITDA(1), inclusive of synergies • Expect run-rate cost synergies of approximately $50MM by the third year Valuation and • Transaction expected to be accretive to Tyson’s GAAP EPS in the third year and accretive Returns to adjusted EPS in the first year excluding transaction-related costs as well as the incremental depreciation and amortization associated with the transaction • Expect to maintain existing investment-grade credit ratings Financing • Acquisition to be funded with existing liquidity and proceeds from issuance of new debt Conditions and • Subject to customary closing conditions, including regulatory approvals Timing • Expect to close in mid-fiscal 2019 Keystone represents an important step in our growth strategy, especially in international markets 1. Based on LTM 6/30/2018 Adjusted EBITDA of approximately $211 million, excluding non-controlling interest and other adjustments; see pages 9-10 for Adjusted EBITDA Reconciliation 2

Compelling Strategic Rationale SUSTAINABLY FEED THE WORLD WITH THE FASTEST GROWING PROTEIN BRANDS GROWING OUR PORTFOLIO EXPANDING INTERNATIONAL BUSINESS OF VALUE-ADDED PROTEIN  > Keystone’s strength in the > Expands value-added protein offerings Asia Pacific region enhances through foodservice, retail and Tyson’s international sales, convenience channels distribution and operations footprints CREATING FUEL FOR REINVESTMENT THROUGH A DISCIPLINED FINANCIAL FITNESS MODEL  > Expect to be accretive to Tyson’s GAAP EPS in the third year and accretive to adjusted EPS in the first year excluding transaction-related costs as well as the incremental depreciation and amortization associated with the transaction DRIVING PROFITABLE GROWTH WITH AND FOR OUR ENABLERS ENABLERS STRATEGIC CUSTOMERS THROUGH DIFFERENTIATED CAPABILITIES > Will transform Tyson’s existing capabilities in the Asia Pacific region and promote further international expansion 3

Activating M&A to Shape Our Portfolio New New New Scale/ Geographies/ Brands Capabilities Synergy Markets 4

Logical Next Step in Strategy Expands portfolio • Expands Tyson’s portfolio of value-added protein products of value-added • Improves competitiveness to sustain long-term growth protein products Expands • Increases Tyson’s competitiveness in the foodservice channel with a focus capabilities to on global quick-service restaurant chains serve key • Further improves Tyson’s ability to serve key strategic customers foodservice • Highly complementary to U.S. poultry business; extends our supply chain customers • Provides a significant international foundation for growth with in-country operations and Strengthens exports in fast growing markets in the Asia Pacific region as well as exports to other international key markets in Europe, the Middle East and Africa business • Will transform Tyson’s existing capabilities in the region and promote further international expansion • Cost synergies of approximately $50 million within three years • Accretive to Tyson’s GAAP EPS in the third year and accretive to adjusted EPS in the Enhances Tyson’s first year excluding transaction-related costs as well as the incremental depreciation financial profile and amortization associated with the transaction • Strong free cash flow will be used to pay down debt to support credit ratings and further strengthen balance sheet 5

Keystone Foods Overview • Keystone Foods is a leading supplier of high-quality, value-added food products to the large and growing global foodservice channel, with a focus on quick-service restaurant chains • Long-standing, trusted relationships with the leading global quick-service restaurant chains as well as a growing customer base across retail and convenience channels • Global positioning with an established and profitable business in fast growing markets across the Asia Pacific region, Europe, the Middle East and Africa • Scaled processing platform with consistent, high quality supply to support customers needs • Six processing plants and an innovation center in the U.S. with locations in Alabama, Georgia, Kentucky, North Carolina, Pennsylvania and Wisconsin, and eight plants and three innovation centers in China, South Korea, Malaysia, Thailand and Australia • LTM 6/30/18 revenue of $2.5 billion, and Adjusted EBITDA of approximately $211 million(1) • Employs approximately 11,000 people Note 1. Adjusted EBITDA excludes non-controlling interest and other adjustments; see pages 9-10 for Adjusted EBITDA Reconciliation 6

Established and Profitable Business in Fast Growing International Markets Revenue by Geography (1) International ~35% U.S. ~65% Keystone provides a significant foundation for international growth with in-country operations and exports in fast growing markets in the Asia Pacific region as well as exports to other key markets in Europe, the Middle East and Africa Note 1. Revenue shown by country of production; Estimated based on LTM 6/30/2018 revenue 7

Tyson and Keystone Combine to Create Long-Term Value Represents an important step in our growth strategy Complements our portfolio with value-added protein products serving foodservice, retail and convenience channels Expands our international foundation with an established and profitable business in fast growing markets in the Asia Pacific region that also serves Europe, the Middle East and Africa Offers a financially compelling transaction Benefits Tyson shareholders and both companies’ customers and employees Furthers our strategy to sustainably feed the world with the fastest growing protein brands 8

Keystone Foods Adjusted EBITDA Reconciliation (In millions) (Unaudited) Twelve Months Ended June 30, 2018 Profit from continuing operations $ 119 (+) Parent company fees 5 (+) Non-recurring expenses 13 (+) Amortization of biological assets 21 (+) Depreciation and other amortization 43 (+) Finance expense 37 (+) Finance income (10) (+) Foreign currency and bank fees 3 (+) Tax expense 14 (+) Share of post-tax losses of equity-accounted associates and joint ventures 3 Adjusted EBITDA $ 248 Additional adjustments to Adjusted EBITDA: Less: Amortization of biological assets $ (21) Less: Non-controlling interest (16) Adjusted EBITDA excluding amortization of biological assets and non-controlling assets $ 211 9

Keystone Foods Adjusted EBITDA Reconciliation, continued Keystone Foods prepares its consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (collectively, “IFRS”). Keystone Foods provided Tyson Foods with this reconciliation of Adjusted EBITDA, which was derived from Keystone Foods’ historical unaudited financial statements for the twelve months ended June 30, 2018. Adjusted EBITDA is a non-IFRS measure used by Keystone Foods. Keystone Foods defined Adjusted EBITDA as profit from continuing operations, as adjusted for parent company fees, non-recurring expenses, amortization of biological assets, depreciation of tangible fixed assets and amortization of finite lived intangibles, finance expense, finance income, foreign currency and bank fees, tax expense and share of post-tax losses of equity accounted associates and joint ventures. Additionally, Keystone Foods provided Tyson Foods with further adjustments to its Adjusted EBITDA to eliminate the add-back of amortization of biological assets as well as deduct the proportionate share of Adjusted EBITDA attributable to minority interest holders (i.e. non-controlling interest). In accordance with generally accepted accounting principles in the United States (in accordance with which Tyson Foods prepares its consolidated financial statements), biological assets and the related expenses are not characterized as intangible assets or amortization expense. Additionally, several of Keystone Foods foreign consolidated subsidiaries are partially owned by minority interest holders. As a result, these adjustments have been eliminated in the above presentation of Adjusted EBITDA, and these adjustments are intended to provide investors with an understanding of the proportionate Adjusted EBITDA attributable to the interests being acquired by Tyson Foods. Keystone Foods’ Adjusted EBITDA is not a measure defined under IFRS, should not be considered in isolation and should not be regarded as an alternative to profit/(loss) from continuing operations as a measure of operational performance or cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with IFRS. Tyson Foods believes this presentation of Keystone Foods’ Adjusted EBITDA (as adjusted as described above) is useful and helps management, investors and rating agencies enhance their understanding of the expected impact of the Keystone Foods acquisition on Tyson Foods’ financial performance. However, Adjusted EBITDA does not have a standardized meaning, and different companies may use different Adjusted EBITDA definitions. Therefore, Keystone Foods definition of Adjusted EBITDA may not be comparable to the definitions used by other companies. 10

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