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): ~~December 20~~ June 29, ~~2021~~2022

SANDERSON FARMS, INC.

(Exact name of Registrant as Specified in its Charter)

Mississippi

1-14977

64-0615843

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


127 Flynt Road, Laurel, Mississippi		39443
(Address of Principal Executive Offices)		(Zip Code)

(601) 649-4030

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, $1 par value per share

SAFM

NASDAQ

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 8.01 Other Events.

As previously ~~disclosed~~announced, on August 8, 2021, Sanderson Farms, Inc., a Mississippi business corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Walnut Sycamore Holdings LLC, a Delaware limited liability company (“Parent”), Sycamore Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes of certain provisions specified therein, Wayne Farms LLC, a Delaware limited liability company (“Wayne Farms”), ~~pursuant~~which provides, among other things and subject to ~~which~~the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent ~~(the “Merger”)~~.

OnThe ~~October 18,~~Merger ~~2021,~~Agreement ~~each~~and ofcertain related proposals were approved by the Company’s ~~and~~stockholders ~~Parent~~at ~~filed~~a ~~its~~special ~~respective~~meeting ~~premerger~~of ~~notification~~the Company’s stockholders held on October 21, 2021, and ~~report~~the ~~with~~parties to the ~~U.S.~~Merger ~~Department~~Agreement ofcontinue ~~Justice~~to (work to satisfy the ~~“DOJ”)~~other ~~and~~conditions to the ~~U.S.~~closing ~~Federal~~of ~~Trade~~the ~~Commission~~Merger. (While the ~~“FTC”)~~Company ~~under~~no longer expects the ~~Hart-Scott-Rodino~~Merger ~~Antitrust~~to ~~Improvements~~be ~~Act~~completed ofin ~~1976,~~the asfirst ~~amended~~half (of the ~~“HSR~~calendar ~~Act”)~~year 2022, ~~and~~the ~~Parent~~Company ~~voluntarily~~continues ~~withdrew~~to ~~its~~expect ~~premerger~~the ~~notification~~Merger ~~and~~to ~~report~~be ~~and~~completed ~~then~~in ~~refiled~~accordance ~~its~~with ~~premerger~~the ~~notification~~terms ~~and~~of ~~report~~the onMerger ~~November 19, 2021~~Agreement.

OnThere ~~December 20,~~can ~~2021,~~be ~~the~~no ~~Company~~assurance, ~~and~~however, ~~Parent~~that ~~each received a request for additional information and documentary material (~~the ~~“Second~~conditions ~~Request”)~~to ~~from~~ the ~~DOJ~~closing ~~in connection with the DOJ’s review~~ of the ~~transaction contemplated by the~~ Merger ~~Agreement.~~will ~~Issuance~~be ofsatisfied ~~the~~or ~~Second~~that ~~Request extends~~ the ~~waiting~~parties ~~period~~will ~~under~~waive ~~the~~any ~~HSR~~of ~~Act~~such ~~until 30 days after both the Company and Parent have substantially complied with the Second Request~~conditions, ~~unless~~or ~~the~~that ~~waiting period is terminated earlier by~~ the ~~DOJ~~completion ~~or extended by agreement~~ of the ~~Company~~Merger ~~and Parent. The Company and Parent~~ will ~~continue~~occur toon ~~cooperate~~or ~~with~~before the ~~DOJ~~End ~~staff~~Date in(as ~~its~~defined ~~review~~in of the ~~transactions contemplated by the~~ Merger Agreement).

The parties expect that the Merger will be completed in the first half of 2022.

Completion of the Merger remains subject to the termination or expiration of the waiting period under the HSR Act and the satisfaction or waiver of the closing conditions specified in the Merger Agreement.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, ~~2020~~2021 and Quarterly Report on Form 10-Q for the quarter ended ~~July~~April 3130, ~~2021~~2022, and the following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction and the related transactions involving affiliates of Cargill and Continental Grain that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction; (2) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals), and the related transactions involving affiliates of Cargill and Continental Grain, in the anticipated timeframe or at all; (3) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s shares of common stock, par value $1.00 per share; (4) disruption from the proposed transaction making it more difficult to maintain business and operational relationships; (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement entered into pursuant to the proposed transaction or of the transactions involving affiliates of Cargill and Continental Grain; (6) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction; (7) disruption from the proposed transaction making it difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Company’s customers, vendors and others with whom it does business; (8) significant transaction costs; (9) the risk of litigation and/or regulatory actions related to the proposed transaction or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future; (10) other business effects, including the effects of industry, market, economic, political or regulatory conditions; (11) information technology system failures, data security breaches, data privacy

that could arise in the future; (10) other business effects, including the effects of industry, market, economic, political or regulatory conditions; (11) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks; (12) changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above, and could include: high absentee rates that have prevented and may continue to prevent the Company from running some of its facilities at full capacity, or could in the future cause facility closures; (13) an inability of contract poultry producers to manage their flocks; (14) supply chain disruptions for feed grains; (15) further changes in customer orders due to shifting consumer patterns; (16) disruptions in logistics and the distribution chain for the Company’s products; (17) liquidity challenges; and (18) a continued or worsening decline in global commercial activity, among other unfavorable conditions.

Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by the Company. When used in this ~~Current Report on Form 8-K~~communication, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward looking statements. Forward-looking statements in this ~~Current~~communication ~~Report on Form 8-K~~ may include, without limitation: statements about the potential benefits of the proposed acquisition, anticipated growth rates, the Company’s plans, objectives, expectations, and the anticipated timing of closing the proposed transaction.

SIGNATURES

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.

SANDERSON FARMS, INC.

(Registrant)



By:		/s/ D. Michael Cockrell
		D. Michael Cockrell Treasurer, Chief Financial Officer and Chief Legal Officer

Date: ~~December~~June 2129, ~~2021~~2022

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