Fitch Revises Rating Watch on Hillshire's Ratings to Evolving After Takeover Bids

Fitch Ratings has revised the Rating Watch on The Hillshire Brands Co.'s ratings (Hillshire; NYSE: HSH) to Evolving from Negative. The rating action follows Pilgrim's Pride Corporation's (Pilgrim's; NYSE: PPC), Pilgrim's ultimate parent is JBS S.A. rated IDR 'BB-'/Stable Outlook, and Tyson Foods, Inc.'s (Tyson; NYSE: TSN IDR 'BBB'/Stable Outlook) unsolicited cash offers to acquire the company.

Hillshire's ratings are as follows:

--Long-term Issuer Default Rating (IDR) 'BB';

--Senior unsecured notes 'BB';

--Bank credit facility 'BB';

--Short-term IDR 'B';

--Commercial paper 'B'.

At March 29, 2014, Hillshire had $942 million of total debt.

Key Rating Drivers:

Rating Watch Evolving

Today's rating action is driven by Pilgrim's May 27, 2014 proposal to acquire Hillshire for $45 per share or $6.4 billion, and Tyson's May 29, 2014 offer of $50 per share or $6.8 billion, which effectively places the company in play. The offers follow Hillshire's May 12, 2014 definitive agreement to acquire Pinnacle Foods, Inc. (Pinnacle; NYSE: PF) for $6.6 billion or more than 13.0x LTM EBITDA, excluding tax benefits and projected cost savings. Both bids are contingent upon Hillshire breaking its agreement with Pinnacle. The offer prices include Hillshire's roughly $900 million of debt and a $163 million termination fee payable to Pinnacle.

Fitch views Tyson's offer as superior but expects Hillshire's Board of Directors to evaluate both proposals carefully. Tyson's bid represents a premium of 35% over Hillshire's stock price prior to Hillshire's announced agreement to acquire Pinnacle and values the firm at 13.4x Hillshire's LTM EBITDA. Pilgrim's offer represents an approximate 25% premium over Hillshire's volume-weighted stock price during the 10 days prior to the same announcement and values the company at 12.5x LTM EBITDA.

Rating Watch Evolving indicates that Hillshire's ratings could be raised, lowered, or affirmed upon consummation of any transaction. Should Tyson prevail, Fitch would expect to upgrade Hillshire's ratings multiple notches to reflect the strong credit profile of the parent. Fitch currently rates Tyson 'BBB'/Stable Outlook. Conversely, a one-notch downgrade to 'BB-' would be anticipated if Pilgrim's is successful. All of Hillshire's bonds, except the 6.125% 2033 notes, are likely to be called if Pilgrim's prevails given Change of Control Trigger Event provisions. These rating actions are contingent on current bids by both firms.

Previous Rating Action

On May 13, 2014, Fitch downgraded Hillshire's ratings three notches to 'BB/B' from 'BBB/F2' and placed the ratings on Rating Watch Negative. The rating action was triggered by the fact that the acquisition of Pinnacle would increase Hillshire's leverage to the mid-5.0x range from 1.7x at March 29, 2014 and Fitch's view that the probability of completion was high. Fitch also placed Hillshire's ratings on Rating Watch Negative.

Liquidity and Debt Structure:

At March 29, 2014, Hillshire had $219 million of cash, $170 million of short-term investments, and $747 million of availability, excluding $3 million of letters of credit, under its $750 million revolving credit facility expiring June 2017. Hillshire's quarter-end liquidity does not reflect $165 million of cash to finance its recent acquisition of Van's Natural Foods which closed this month. Maturities of long-term debt at March 29, 2014 for Hillshire included $102 million of mainly zero-coupon notes due in fiscal 2015 and $400 million of 2.75% senior unsecured notes in 2016.

RATING SENSITIVITIES:

Future developments that may individually or collectively lead to a positive rating action include:

--A definitive agreement to be acquired by Tyson, which is rated 'BBB'/Stable Outlook, given Fitch's parent-subsidiary linkage criteria.

Future developments that may individually or collectively lead to a negative rating action include:

--A definitive agreement to be acquired by Pilgrim's, which is 75.3% owned by JBS, given Fitch's parent-subsidiary linkage criteria and 'BB-'/Stable Outlook on JBS;

--The acquisition of Pinnacle, as currently proposed, and Hillshire remaining independent.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (May 2014);

--Parent and Subsidiary Rating Linkage Fitch's Approach to Rating Entities within a Corporate Group Structure (August 2013);

--Fitch Affirms Tyson's Ratings on Offer to Buy Hillshire; Outlook Revised to Stable (May 2014);

--Fitch Downgrades Hillshire to 'BB' on Acquisition Announcement; Places Ratings on Negative Watch (May 2014);

--Fitch Views Pilgrim's Pride Takeover Bid for Hillshire as Neutral to JBS' Credit Quality (May 2014);

--Fitch Upgrades Tyson's S-T IDR to 'F2' and Affirms L-T IDR at BBB; Outlook Positive (January 2014).

Applicable Criteria and Related Research:

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=749393

Parent and Subsidiary Rating Linkage Fitch's Approach to Rating Entities within a Corporate Group Structure

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=714476

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=832213

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Contacts:

Fitch Ratings
Primary Analyst
Carla Norfleet Taylor, CFA
Director
+1-312-368-3195
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Judi M. Rossetti, CPA/CFA
Senior Director
+1-312-368-2077
or
Committee Chairperson
Wesley E. Moultrie II, CPA
Managing Director
+1-312-368-3186
or
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