史密斯菲德食品美股招股说明书(2025-01-29版)

Prospectus 26,086,958 SharesSmithfield Foods, Inc. Common Stock Thisis the initial public offering of common stock of Smithfield Foods,Inc.We areoffering 13,043,479 sharesof our common stock,and SFDS UK Holdings Limited(the“sellingshareholder”), an indirect wholly owned subsidiary of our parent company, WH Group Limited (“WHGroup”), is offering 13,043,479 shares of our common stock. We will not receive any proceeds from thesale of stock by our selling shareholder. There is currently no public market for shares of our common stock. The initial public offering price of ourcommon stock is $20.00 per share. We have received approval to list our common stock on the NasdaqGlobal Select Market, under the symbol “SFD.” After the completion of this offering, WH Group will beneficially own approximately 93.4% of our shares ofcommon stock eligible to vote in the election of our directors (or approximately 92.4% if the underwritersexercise in full their option to purchase additional shares of our common stock). As a result, we will be a“controlled company” within the meaning of the corporate governance standards of The Nasdaq StockMarket LLC, or Nasdaq, and qualify for, and intend to rely on, exemptions from certain corporategovernance requirements as described herein. See “Management—Controlled Company Exemption.”There is no single shareholder or group of shareholders which owns 50% or more of the voting power ofWH Group as of the date of this prospectus. As a result, WH Group would not be considered a controlledcompany within the meaning of the corporate governance standards of Nasdaq. Investing in our common stock involves risks. See “Risk Factors” beginning on page 32 to readabout factors you should consider before buying shares of our common stock. Neitherthe Securities and Exchange Commission,or the SEC,nor any state securitiescommission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus. Any representation to the contrary is a criminal offense. At our request, the underwriters have reserved up to 2% of the shares of our common stock offered bythis prospectus for sale at the initial public offering price through a directed share program to ourdirectors, officers and certain of our employees. See “Underwriting—Directed Share Program.” Long Wan, the chairman of our board of directors and the chairman of WH Group, has agreed topurchase 3,200,000 shares of our common stock in this offering at the initial public offering price. Theshares are subject to the 180-day lock-up agreement described herein. See “Underwriting” for adescription of the lock-up agreement. The selling shareholder has granted the underwriters a 30-day option from the date of this prospectus topurchase up to 3,913,042 additional shares of our common stock. Such shares are offered by the sellingshareholder at the initial public offering price listed on the cover page of this prospectus, less underwritingdiscounts and commissions. The underwriters expect to deliver the shares on or about January 29, 2025 through the book-entryfacilities of The Depository Trust Company. BofA Securities Citigroup Table of Contents TABLE OF CONTENTS PageAbout this ProspectusiiiProspectus Summary1The Offering24Summary Historical Consolidated Financial and Other Information28Risk Factors32Forward-Looking Statements67Use of Proceeds69Dividend Policy70Capitalization71Management’s Discussion and Analysis of Financial Condition and Results of Operations72Business113Management144Executive and Director Compensation153Certain Relationships and Related Party Transactions172Principal and Selling Shareholders178Description of Capital Stock180Shares Eligible for Future Sale187Material U.S. Federal Income Tax Consequences to Non-U.S. Holders190Underwriting193Legal Matters207Experts207Where You Can Find More Information207Index to Financial StatementsF-1i Table of Contents We,the selling shareholder and the underwriters have not authorized anyone to provide anyinformationor to make any representations other than those contained in this prospectus,anyamendment or supplement to this prospectus or any free writing prospectus prepared by us or on ourbehalf. We, the selling shareholder and the underwriters take no responsibility for, and cannot assure youas to the reliability of, any other information that others may give you. This prospectus is an offer to sellonly the shares of our common stock offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Ourbusiness, results of operations or financial condition may have changed since that date. We, the selling shareholder and the underwriters have not done anything that would permit thisoffering or possession or distribution of this prospect