Smithfield Foods files for SEC registration ahead of planned U.S. stock listing

Published 4:09 pm Friday, January 10, 2025

Smithfield Foods has filed a registration statement for its proposed United States stock listing.

The world’s largest pork producer, which since 2013 has been owned by Hong Kong-based WH Group but remains headquartered in its namesake town, announced on Jan. 6 it had submitted Form S-1 with the U.S. Securities and Exchange Commission in preparation to sell shares of its common stock in an underwritten initial public offering.

Registration statements, according to the SEC’s website, include a prospectus, or the legal offering or selling document that must be delivered to everyone who is offered or buys the securities, and additional information that the company does not have to deliver to investors but must file with the SEC.

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The company has yet to confirm an exact date when shares will be available for purchase, an exact number of shares or initial price per share.

The announcement came a month after WH Group shareholders, on Dec. 6, overwhelmingly approved plans to take Foods public in the U.S. for the first time in more than a decade of Chinese ownership.

WH Group, in a July proposal to the Hong Kong Stock Exchange, proposed spinning off Smithfield’s United States and Mexico operations as a public listing dubbed “Smithfield U.S. and Mexico” that would be traded on either the New York Stock Exchange or Nasdaq in the United States.

According to Foods’ Jan. 6 news release, the company has applied to list its shares on the Nasdaq Global Select Market under the ticker symbol “SFD.”

According to a Nov. 18 letter from WH Group Chairman Wan Long to shareholders soliciting their support ahead of the Dec. 6 vote, WH Group would offer up to 20% of its Smithfield shares, valued collectively at $5.38 billion as of September, pending the U.S. Security Exchange Commission’s approval.

“The Company’s existing shareholder, identified in the registration statement, is also expected to sell shares of the company’s common stock in the proposed offering,” Foods news release states. “The timing, the number of shares that may be offered and the price range for the proposed offering have not yet been determined. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.”

The release notes a registration statement has been filed but has not yet become effective. Until it does, shares of the proposed U.S. stock listing may not be sold nor may offers to buy shares be accepted.

“Morgan Stanley, BofA Securities and Goldman Sachs & Co. LLC are acting as joint lead book-running managers for the proposed offering,” the news release states. “Barclays, Citigroup, UBS Investment Bank, BNP PARIBAS and HSBC are acting as joint book-running managers.”

According to the news release, the proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus related to this offering, when available, may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC, 28255-0001, Attn: Prospectus Department, by email at dg.prospectus_requests@bofa.com; and Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, by telephone: 1-866-471-2526 or by email at Prospectus-ny@ny.email.gs.com.

The Wall Street Journal first reported in October 2023, citing unnamed sources, that Foods was working with banks to potentially list its stock shares, though company officials would not confirm at that time whether a U.S. public listing was imminent.