APFH / AdvancePierre Foods Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

AdvancePierre Foods Holdings FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37826 ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as sp

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCEPIERRE FOODS HOLDINGS, INC. ARTICLE I

EX-3.1 2 dp77123ex0301.htm EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCEPIERRE FOODS HOLDINGS, INC. ARTICLE I The name of the corporation is AdvancePierre Foods Holdings, Inc. (the “Corporation”). ARTICLE II The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is The Corporation Trust Center, 1209 O

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EX-10.1 4 dp77123ex1001.htm EXHIBIT 10.1 Exhibit 10.1 June 2, 2017 [Name] Re: Tax Reimbursement Agreement To [•]: On April 25, 2017, AdvancePierre Foods Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, collectively, the “Transaction”) with Tyson Foods, Inc., a Delaware corporation (“Parent

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

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 June 9, 2017 (June 7, 2017) Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission

AMENDED AND RESTATED BYLAWS OF ADVANCEPIERRE FOODS HOLDINGS, INC. * * * * * Article 1 Offices

EX-3.2 3 dp77123ex0302.htm EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF ADVANCEPIERRE FOODS HOLDINGS, INC. * * * * * Article 1 Offices Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the

APFH / AdvancePierre Foods Holdings, Inc. / OCM Principal Opportunities Fund IV Delaware, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AdvancePierre Foods Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00782L107 (CUSIP Number) June 6, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

JOINT FILING AGREEMENT

EX-99.1 Page 23 of 24 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned

AdvancePierre Foods Holdings FORM S-8 POS

As filed with the Securities and Exchange Commission on June 7, 2017. Registration No. 333-213224 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-213224 UNDER THE SECURITIES ACT OF 1933 AdvancePierre Foods Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 26-3712208 (State

Tyson Foods FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) ADVANCEPIERRE FOODS HOLDINGS, INC. (Name of Subject Company) DVB MERGER SUB, INC. (Offeror) TYSON FOODS, INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, Par Value $0.01 Per Share

AdvancePierre Foods Holdings SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) AdvancePierre Foods Holdings, Inc. (Name of Subject Company) AdvancePierre Foods Holdings, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share

AdvancePierre Foods Holdings SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AdvancePierre Foods Holdings, Inc. (Name of Subject Company) AdvancePierre Foods Holdings, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION

Exhibit (a)(5)(O) UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION BRIAN GALLAGHER, Individually and on Case No.

Tyson Foods FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ADVANCEPIERRE FOODS HOLDINGS, INC. (Name of Subject Company) DVB MERGER SUB, INC. (Offeror) TYSON FOODS, INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, Par Value $0.01 Per Share

AdvancePierre Foods Holdings SC 14D9/A NUMBER 3

SC 14D9/A Number 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION BRIAN GALLAGHER, Individually and on Case No. Behalf of All Others Similarly Situated, CLASS ACTION Plaintiff, COMPLAINT FOR VIOLATION OF THE v. SECURITIES EXCHANGE ACT O

Exhibit (a)(5)(E) UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION BRIAN GALLAGHER, Individually and on Case No.

AdvancePierre Foods Holdings SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) AdvancePierre Foods Holdings, Inc. (Name of Subject Company) AdvancePierre Foods Holdings, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share

Tyson Foods FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ADVANCEPIERRE FOODS HOLDINGS, INC. (Name of Subject Company) DVB MERGER SUB, INC. (Offeror) TYSON FOODS, INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, Par Value $0.01 Per Share

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

8-K 1 d401749d8k.htm 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 May 17, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION STEPHEN BUSHANSKY, On Behalf of Himself and All Others Similarly Situated, Plaintiff, v. ADVANCEPIERRE FOODS HOLDINGS, INC., JOHN N. SIMONS, JR., CHRISTOPHER D. SL

EX-99.(A)(5)(D) 2 d382243dex99a5d.htm EX-99.(A)(5)(D) Exhibit (a)(5)(D) IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION STEPHEN BUSHANSKY, On Behalf of Himself and All Others Similarly Situated, Plaintiff, v. ADVANCEPIERRE FOODS HOLDINGS, INC., JOHN N. SIMONS, JR., CHRISTOPHER D. SLIVA, DEAN HOLLIS, CELESTE A. CLARK, PETER C. DILLINGHAM, STEPHEN A. KAPLAN, GA

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION PAUL PARSHALL, On Behalf of Himself and ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) All Others Similarly Situated, Plaintiff, Case No. v. Judge ADVANCEPIERRE FOODS HOLDINGS,

EX-99.(A)(5)(E) 3 d382243dex99a5e.htm EX-99.(A)(5)(E) Exhibit (a)(5)(E) IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION PAUL PARSHALL, On Behalf of Himself and ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) All Others Similarly Situated, Plaintiff, Case No. v. Judge ADVANCEPIERRE FOODS HOLDINGS, INC., DEAN HOLLIS, CELESTE A. CLARK, PETER C. DILLINGHAM, STEPHEN A. KAPLAN,

AdvancePierre Foods Holdings SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 AdvancePierre Foods Holdings, Inc. (Name of Subject Company) AdvancePierre Foods Holdings, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION

Exhibit (a)(5)(N) IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION PAUL PARSHALL, On Behalf of Himself and All Others Similarly Situated, Plaintiff, v.

Tyson Foods FORM SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ADVANCEPIERRE FOODS HOLDINGS, INC. (Name of Subject Company) DVB MERGER SUB, INC. (Offeror) TYSON FOODS, INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, Par Value $0.01 Per Share

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION

Exhibit (a)(5)(M) IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION STEPHEN BUSHANSKY, On Behalf of ) Himself and All Others Similarly Situated, ) Case No.

AdvancePierre Foods Announces First Quarter 2017 Financial Results

EX-99.1 Exhibit 99.1 AdvancePierre Foods Announces First Quarter 2017 Financial Results Net Income of $28 million; Adjusted Net Income of $24 million; Adjusted EBITDA of $76 million CINCINNATI ? May 10, 2017 ? AdvancePierre Foods Holdings, Inc. (NYSE: APFH) (?AdvancePierre? or the ?Company?), a leading national producer and distributor of sandwiches, sandwich components and other entr?es and snack

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 10, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file numbe

APFH / AdvancePierre Foods Holdings, Inc. FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 1, 2017 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 001-37

Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036

EX-99.(b)(2) Exhibit (b)(2) EXECUTION VERSION Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 April 25, 2017 Tyson Foods, Inc. 2200 W. Don Tyson Parkway Springdale, AR 72762 Attention: Shawn Munsell Vice President and Treasurer Project Apple $4,500,000,000 364-Day Senior Unsecured Bridge Facility Commitment Letter Ladies and Gentlemen: You (?you? or the ?Borrower?) have

LETTER OF TRANSMITTAL To Tender All Outstanding Shares of Common Stock ADVANCEPIERRE FOODS HOLDINGS, INC. $40.25 net per share Pursuant to the Offer to Purchase dated May 9, 2017 DVB MERGER SUB, INC. a wholly-owned subsidiary of TYSON FOODS, INC.

EX-99.(A)(1)(B) 3 d385597dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender All Outstanding Shares of Common Stock of ADVANCEPIERRE FOODS HOLDINGS, INC. at $40.25 net per share Pursuant to the Offer to Purchase dated May 9, 2017 by DVB MERGER SUB, INC. a wholly-owned subsidiary of TYSON FOODS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK C

Offer to Purchase for Cash All Outstanding Shares of Common Stock AdvancePierre Foods Holdings, Inc. $40.25 Net per Share Pursuant to the Offer to Purchase Dated May 9, 2017 DVB Merger Sub, Inc. a wholly owned subsidiary of Tyson Foods, Inc.

EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of AdvancePierre Foods Holdings, Inc. at $40.25 Net per Share Pursuant to the Offer to Purchase Dated May 9, 2017 by DVB Merger Sub, Inc. a wholly owned subsidiary of Tyson Foods, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 6, 2017

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock AdvancePierre Foods Holdings, Inc. $40.25 Net per Share Pursuant to the Offer to Purchase Dated May 9, 2017 DVB Merger Sub, Inc. a wholly owned subsidiary of Tyson Foods, Inc

EX-99.(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below) and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely pursuant to the Offer to Purchase dated May 9, 2017 and the related Letter of Transmittal and any amendments or supplem

Offer to Purchase for Cash All Outstanding Shares of Common Stock ADVANCEPIERRE FOODS HOLDINGS, INC. $40.25 Net Per Share DVB MERGER SUB, INC. a wholly owned subsidiary of TYSON FOODS, INC.

EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ADVANCEPIERRE FOODS HOLDINGS, INC. at $40.25 Net Per Share by DVB MERGER SUB, INC. a wholly owned subsidiary of TYSON FOODS, INC. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 6, 2017, UNLESS THE OFFER IS EXTENDED OR

Tyson Foods SC TO-T

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ADVANCEPIERRE FOODS HOLDINGS, INC. (Name of Subject Company) DVB MERGER SUB, INC. (Offeror) TYSON FOODS, INC. (Parent of Offeror) (Names of Filing Persons) Common Stock, Par Value $0.01 Per Share (Title of

Offer to Purchase for Cash All Outstanding Shares of Common Stock AdvancePierre Foods Holdings, Inc. $40.25 Net per Share Pursuant to the Offer to Purchase Dated May 9, 2017 DVB Merger Sub, Inc. a wholly owned subsidiary of Tyson Foods, Inc.

EX-99.(A)(1)(D) 5 d385597dex99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of AdvancePierre Foods Holdings, Inc. at $40.25 Net per Share Pursuant to the Offer to Purchase Dated May 9, 2017 by DVB Merger Sub, Inc. a wholly owned subsidiary of Tyson Foods, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,

NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock AdvancePierre Foods Holdings, Inc. $40.25 Net per Share Pursuant to the Offer to Purchase Dated May 9, 2017 DVB Merger Sub, Inc. a wholly owned subsidiary of Tyson Foods, Inc.

EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock of AdvancePierre Foods Holdings, Inc. at $40.25 Net per Share Pursuant to the Offer to Purchase Dated May 9, 2017 by DVB Merger Sub, Inc. a wholly owned subsidiary of Tyson Foods, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, JUNE 6

Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036

EX-99.(b)(1) Exhibit (b)(1) EXECUTION VERSION Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 April 25, 2017 Tyson Foods, Inc. 2200 W. Don Tyson Parkway Springdale, AR 72762 Attention: Shawn Munsell Vice President and Treasurer Project Apple $1,800,000,000 Senior Unsecured Term Loan Facility $1,500,000,000 Senior Unsecured Revolving Credit Facility Commitment Letter Ladi

AdvancePierre Foods Holdings SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Tyson Foods FORM SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AdvancePierre Foods Holdings, Inc. (Name of Subject Company) TYSON FOODS, INC. DVB MERGER SUB, INC. (Names of Filing Persons ? Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 00782L107 (C

The following are excerpts from the Form 10-Q filed by Tyson Foods, Inc. on May 8, 2017.

Exhibit 99.1 The following are excerpts from the Form 10-Q filed by Tyson Foods, Inc. on May 8, 2017. AdvancePierre Foods Holdings, Inc. Acquisition On April 25, 2017, we entered into a definitive merger agreement (the ?Merger Agreement?) to acquire all of the outstanding shares of AdvancePierre Foods Holdings, Inc. ("AdvancePierre") for $40.25 per share in cash without interest, or approximately

The following is an excerpt from an earnings presentation given by Tyson Foods, Inc. on May 8, 2017.

EX-99.3 4 dp75954ex9903.htm EXHIBIT 99.3 Exhibit 99.3 The following is an excerpt from an earnings presentation given by Tyson Foods, Inc. on May 8, 2017. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, incl

Corrected Transcript

EX-99.4 5 dp75954ex9904.htm EXHIBIT 99.4 Exhibit 99.4 Corrected Transcript EXCERPTS FROM EARNINGS CALL GIVEN BY TYSON FOODS, INC. ON MAY 8, 2017 08-May-2017 Tyson Foods, Inc. (TSN) Q2 2017 Earnings Call 1-877-FACTSET www.callstreet.com Copyright © 2001-2017 FactSet CallStreet, LLC Tyson Foods, Inc. (TSN) Q2 2017 Earnings Call Corrected Transcript 08-May-2017 CORPORATE PARTICIPANTS Jon Kathol Vice

Fiscal 2017 Guidance

Exhibit 99.2 The following are excerpts from a press release issued by Tyson Foods, Inc., dated May 8, 2017. Fiscal 2017 Guidance ? Acquisition of AdvancePierre Foods Holdings, Inc. expected to close during the third quarter of fiscal 2017 ?We are concentrating on growing our protein-packed brands as demonstrated by our announcements two weeks ago of our intended merger with AdvancePierre Foods an

APFH / AdvancePierre Foods Holdings, Inc. / TYSON FOODS INC - FORM SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 AdvancePierre Foods Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00782L107 (CUSIP

TENDER AND SUPPORT AGREEMENT

Exhibit 2 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 25, 2017 by and among Tyson Foods, Inc.

AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 among ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. and DVB MERGER SUB, INC. TABLE OF CONTENTS

Exhibit 1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 among ADVANCEPIERRE FOODS HOLDINGS, INC.

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of

Exhibit 3 Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of AdvancePierre Foods Holdings, Inc.

AdvancePierre Foods Holdings RW

RW AdvancePierre Foods Holdings, Inc. 9987 Carver Road Blue Ash, Ohio 45242 May 4, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: AdvancePierre Foods Holdings, Inc. Request for Withdrawal of Registration Statement on Form S-1 (File No. 333-217158) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securi

AdvancePierre Foods Holdings DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

TENDER AND SUPPORT AGREEMENT

Exhibit Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this ? Agreement ?) dated as of April 25, 2017 by and among Tyson Foods, Inc., a Delaware corporation (? Parent ?), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (? Merger Sub ?) and the entities listed on Schedule A hereto (the ? Stockholders ? and each a ?

Tyson Foods 8-K

Document 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): April 28, 2017 (April 25, 2017) Tyson Foods, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14704 71-0225165 (State or Other Jurisdiction of Incorpo

AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 among ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. and DVB MERGER SUB, INC.

Exhibit Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 among ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. and DVB MERGER SUB, INC. Exhibit 2.1 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 10 Article 2 The Offer Section 2.01. The Offer 11 Section 2.02. Company Ac

Team Talk Tuesday, April 25, 2017 For Internal use only.

EX-99.3 4 dp75405ex9903.htm EXHIBIT 99.3 Exhibit 99.3 Team Talk Tuesday, April 25, 2017 For Internal use only. Tom Hayes President & CEO Agenda Overview and Purpose PURPOSE It starts with RAISE THE WORLD’S expectations for how much good food can do Our Purpose is to STRATEGY Which directs our GROW OUR PORTFOLIO of protein - packed brands and deliver sustainable food at scale Our Strategy is to Bol

This message is going to the XLT.

EX-99.5 6 dp75405ex9905.htm EXHIBIT 99.5 Exhibit 99.5 This message is going to the XLT. Moments ago we announced that Tyson Foods will be acquiring AdvancePierre Foods, a company with quality products and a strong focus on growth. This acquisition furthers our strategy to grow our portfolio of protein-packed brands and deliver sustainable food at scale. I’m sure that members of your team will have

This message is going to all Commercial Sales Team Members.

Exhibit 99.2 This message is going to all Commercial Sales Team Members. This is an excerpt from a distribution to Tysons Food?s Inc.?s commercial sales team. A few minutes ago, Tom Hayes announced that Tyson Foods will be acquiring AdvancePierre Foods. I?ve attached the press release here, as well as a letter template that you can personalize. I encourage you to share both with your customers, be

Talking Points

Exhibit 99.6 Talking Points ? Today, Tyson announced it has entered into a definitive merger agreement to acquire AdvancePierre Foods. ? The agreement supports Tyson?s strategy to sustainably feed the world with the fastest growing portfolio of protein packed brands. The combination of Tyson and AdvancePierre brings together two leaders with complementary capabilities to form a premier food compan

This message is going to all Team Members.

Exhibit 99.1 This message is going to all Team Members. This morning we announced that Tyson Foods will be acquiring AdvancePierre Foods, a natural fit to join the Tyson family due to its strong lunch and dinner sandwich, sandwich component, entree and snacks manufacturing capabilities in fresh and frozen protein foods. The acquisition of AdvancePierre fits well with our strategy and provides us a

Subject: Tyson Foods to Acquire AdvancePierre Foods

EX-99.7 8 dp75405ex9907.htm EXHIBIT 99.7 Exhibit 99.7 Subject: Tyson Foods to Acquire AdvancePierre Foods To Our Valued Customer, This morning we announced that we will be acquiring AdvancePierre Foods, a company with quality products and a strong focus on growth and excellence in customer service. The press release we issued is attached. I wanted to reach out to you personally to share a bit of t

Corrected Transcript

Exhibit 99.4 Corrected Transcript 25-Apr-2017 Tyson Foods, Inc. (TSN) Acquisition of AdvancePierre Foods Holdings, Inc. by Tyson Foods Inc Call 1 1-877-FACTSET www.callstreet.com Copyright ? 2001-2017 FactSet CallStreet, LLC Tyson Foods, Inc. (TSN) Corrected Transcript Acquisition of AdvancePierre Foods Holdings, Inc. by Tyson Foods Inc Call 25-Apr-2017 CORPORATE PARTICIPANTS Jon Kathol Dennis Lea

Tyson Foods FORM SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AdvancePierre Foods Holdings, Inc. (Name of Subject Company) TYSON FOODS, INC. DVB MERGER SUB, INC. (Names of Filing Persons ? Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 00782L107 (C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 April 25, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file num

AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. DVB MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpreta

EX-2.1 2 d365611dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 among ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. and DVB MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 10 ARTICLE 2 THE OFFER Section 2.01. The Offer 11 Section 2.0

TYSON FOODS TO ACQUIRE ADVANCEPIERRE FOODS FOR $40.25 PER SHARE IN CASH Strategic Acquisition Expands Tyson Foods‘ Portfolio of Prepared Foods and Protein-Packed Brands, Contributing to Sustainable, Long-Term Growth Transaction Expected to be Immedia

EX-99.2 Exhibit 99.2 Press Release TYSON FOODS TO ACQUIRE ADVANCEPIERRE FOODS FOR $40.25 PER SHARE IN CASH Strategic Acquisition Expands Tyson Foods? Portfolio of Prepared Foods and Protein-Packed Brands, Contributing to Sustainable, Long-Term Growth Transaction Expected to be Immediately Accretive to Tyson Foods? EPS, Further Enhanced Over Time by Targeted $200 Million in Cost Synergies Springdal

Business Update on Behalf of Chris Sliva, CEO and President

EX-99.3 Exhibit 99.3 Business Update on Behalf of Chris Sliva, CEO and President I have some important and exciting news to share with you today. This morning, we announced that we have entered into an agreement to become a part of Tyson Foods. As many of you know, Tyson is a market leader in chicken, beef and pork as well as prepared foods, and one of the world’s largest food companies supplying

TENDER AND SUPPORT AGREEMENT

EX-99.1 3 d365611dex991.htm EX-99.1 Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 25, 2017 by and among Tyson Foods, Inc., a Delaware corporation (“Parent”), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the entities listed on Schedule A hereto (the “Stockho

Business Update on Behalf of Chris Sliva, CEO and President

EX-99.3 Exhibit 99.3 Business Update on Behalf of Chris Sliva, CEO and President I have some important and exciting news to share with you today. This morning, we announced that we have entered into an agreement to become a part of Tyson Foods. As many of you know, Tyson is a market leader in chicken, beef and pork as well as prepared foods, and one of the world?s largest food companies supplying

TENDER AND SUPPORT AGREEMENT

EX-99.1 3 d365611dex991.htm EX-99.1 Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 25, 2017 by and among Tyson Foods, Inc., a Delaware corporation (“Parent”), and DVB Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the entities listed on Schedule A hereto (the “Stockho

AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. DVB MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpreta

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 25, 2017 among ADVANCEPIERRE FOODS HOLDINGS, INC. TYSON FOODS, INC. and DVB MERGER SUB, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 10 ARTICLE 2 THE OFFER Section 2.01. The Offer 11 Section 2.02. Company Action 13 ARTIC

TYSON FOODS TO ACQUIRE ADVANCEPIERRE FOODS FOR $40.25 PER SHARE IN CASH Strategic Acquisition Expands Tyson Foods? Portfolio of Prepared Foods and Protein-Packed Brands, Contributing to Sustainable, Long-Term Growth Transaction Expected to be Immedia

EX-99.2 Exhibit 99.2 Press Release TYSON FOODS TO ACQUIRE ADVANCEPIERRE FOODS FOR $40.25 PER SHARE IN CASH Strategic Acquisition Expands Tyson Foods? Portfolio of Prepared Foods and Protein-Packed Brands, Contributing to Sustainable, Long-Term Growth Transaction Expected to be Immediately Accretive to Tyson Foods? EPS, Further Enhanced Over Time by Targeted $200 Million in Cost Synergies Springdal

AdvancePierre Foods Holdings 8-K

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 April 25, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file num

Tyson Foods 8-K

Document 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): April 25, 2017 Tyson Foods, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-14704 71-0225165 (State or Other Jurisdiction of Incorporation) (Commissi

TYSON FOODS TO ACQUIRE ADVANCEPIERRE FOODS FOR $40.25 PER SHARE IN CASH Strategic Acquisition Expands Tyson Foods‘ Portfolio of Prepared Foods and Protein-Packed Brands, Contributing to Sustainable, Long-Term Growth Transaction Expected to be Immedia

tsnpressrelease8k42517 TYSON FOODS TO ACQUIRE ADVANCEPIERRE FOODS FOR $40.25 PER SHARE IN CASH Strategic Acquisition Expands Tyson Foods? Portfolio of Prepared Foods and Protein-Packed Brands, Contributing to Sustainable, Long-Term Growth Transaction Expected to be Immediately Accretive to Tyson Foods? EPS, Further Enhanced Over Time by Targeted $200 Million in Cost Synergies Springdale, AR, and C

Acquisition of AdvancePierre Investor Presentation April 2017 2 Forward-Looking Statements This communication contains forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of

a8kinvestordeck42517 Acquisition of AdvancePierre Investor Presentation April 2017 2 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 th

AdvancePierre Foods Holdings DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

AdvancePierre Foods Holdings S-1

Table of Contents As filed with the Securities and Exchange Commission on April 5, 2017 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 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 March 31, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission fil

AdvancePierre Foods Announces Fourth Quarter and Full Year 2016 Financial Results

Exhibit 99.1 AdvancePierre Foods Announces Fourth Quarter and Full Year 2016 Financial Results Fourth Quarter Net Income of $33 million; Adjusted Net Income of $42 million; Adjusted EBITDA of $81 million Full Year Net Income of $136 million; Adjusted Net Income of $124 million; Adjusted EBITDA of $300 million Expects full year 2017 Adjusted EBITDA of $315 to $325 million CINCINNATI – March 9, 2017

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d356886d8k.htm 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 March 9, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation)

EXHIBIT 21.1

EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF ADVANCEPIERRE FOODS HOLDINGS, INC. Name Jurisdiction of Formation / Organization Pierre Holdco, Inc. Delaware AdvancePierre Foods, Inc. Delaware Barber Foods, LLC Maine Clovervale Farms, LLC Ohio APF Legacy Subs, LLC Ohio Chefs Pantry, LLC Ohio Advance Food Company, LLC Oklahoma Allied Specialty Foods, Inc. Pennsylvania

APFH / AdvancePierre Foods Holdings, Inc. 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

JOINT FILING AGREEMENT

EX-1 CUSIP No. 00782L107 SCHEDULE 13G Page 20 of 20 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed

APFH / AdvancePierre Foods Holdings, Inc. / OCM Principal Opportunities Fund IV Delaware, L.P. - SC 13G Passive Investment

SC 13G 1 d348487dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AdvancePierre Foods Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00782L107 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d330179d8k.htm 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 January 23, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporatio

ADVANCEPIERRE FOODS ANNOUNCES CLOSING OF SECONDARY OFFERING AND FULL EXERCISE OF UNDERWRITERS’ OPTION TO PURCHASE ADDITIONAL COMMON STOCK

EX-99.1 Exhibit 99.1 ADVANCEPIERRE FOODS ANNOUNCES CLOSING OF SECONDARY OFFERING AND FULL EXERCISE OF UNDERWRITERS? OPTION TO PURCHASE ADDITIONAL COMMON STOCK Cincinnati, OH ? January 24, 2017 ? AdvancePierre Foods Holdings, Inc. (?AdvancePierre?), a leading national producer and distributor of sandwiches, sandwich components and other entr?es and snacks, today announced the closing of the previou

ADVANCEPIERRE FOODS ANNOUNCES LAUNCH OF SECONDARY OFFERING

EX-99.1 Exhibit 99.1 ADVANCEPIERRE FOODS ANNOUNCES LAUNCH OF SECONDARY OFFERING Cincinnati, OH ? January 17, 2017 ? AdvancePierre Foods Holdings, Inc. (?AdvancePierre?), a leading national producer and distributor of sandwiches, sandwich components and other entr?es and snacks, today announced that certain of its stockholders, including funds managed by Oaktree Capital Management, L.P. and members

Financial Statements and Exhibits, Other Events

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 January 17, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file n

ADVANCEPIERRE FOODS ANNOUNCES PRICING OF SECONDARY OFFERING

EX-99.2 3 d331473dex992.htm EX-99.2 Exhibit 99.2 ADVANCEPIERRE FOODS ANNOUNCES PRICING OF SECONDARY OFFERING Cincinnati, OH – January 18, 2017 – AdvancePierre Foods Holdings, Inc. (“AdvancePierre”), a leading national producer and distributor of sandwiches, sandwich components and other entrées and snacks, today announced the pricing of the previously announced underwritten secondary offering of 1

12,500,000 Shares AdvancePierre Foods Holdings, Inc. Common Stock

424B1 Table of Contents Filed Pursuant to Rule 424(B)(1) Registration No. 333-215441 PROSPECTUS 12,500,000 Shares AdvancePierre Foods Holdings, Inc. Common Stock The selling stockholders identified in this prospectus, including funds managed by Oaktree Capital Management, L.P. (?Oaktree?) and members of our management, are selling 12,500,000 shares of our common stock. See ?Principal and Selling S

Results of Operations and Financial Condition

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 January 17, 2017 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file n

AdvancePierre Foods Holdings S-1/A

Table of Contents As filed with the Securities and Exchange Commission on January 17, 2017 Registration No.

AdvancePierre Foods Holdings S-1

S-1 Table of Contents As filed with the Securities and Exchange Commission on January 5, 2017 Registration No.

AdvancePierre Foods Announces Board Intent to Increase Dividend

EX-99.1 2 a16-233201ex99d1.htm EX-99.1 Exhibit 99.1 AdvancePierre Foods Announces Board Intent to Increase Dividend Increasing Quarterly Dividend by 14% in Response to Strong Performance and Continued Confidence in Business Consistent with Capital Deployment Strategy of Accelerating Growth through Accretive Acquisitions while Returning Capital to Shareholders Cincinnati, OH — December 16, 2016 — A

Financial Statements and Exhibits, Other Events

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 December 16, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file numb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 December 2, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file numbe

INDENTURE Dated as of December 7, 2016 ADVANCEPIERRE FOODS HOLDINGS, INC., the Guarantors listed herein U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.50% SENIOR NOTES DUE 2024

Exhibit 4.1 INDENTURE Dated as of December 7, 2016 among ADVANCEPIERRE FOODS HOLDINGS, INC., the Guarantors listed herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.50% SENIOR NOTES DUE 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 36 Section 1.03 Rules of Construction 37 Section 1.04 Acts of Holders

AdvancePierre Foods Mourns the Loss of Board Member Margaret M. Cannella

EX-99.1 2 a16-220204ex99d1.htm EX-99.1 Exhibit 99.1 AdvancePierre Foods Mourns the Loss of Board Member Margaret M. Cannella CINCINNATI — Nov. 29, 2016 — Margaret M. Cannella, a Director of AdvancePierre Foods Holdings (NYSE: APFH), passed away on November 24, 2016. Cannella began serving as a Director of AdvancePierre in 2008, following its acquisition by a fund managed by Oaktree Capital Managem

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 28, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file nu

AdvancePierre Foods Announces Senior Unsecured Notes Offering

Exhibit 99.1 AdvancePierre Foods Announces Senior Unsecured Notes Offering Cincinnati ? November 28, 2016 ? AdvancePierre Foods Holdings, Inc. (NYSE: APFH) (?AdvancePierre? or the ?Company?) announced today that it plans to offer, subject to market and other conditions, $350 million aggregate principal amount of senior unsecured notes (the ?Notes?). AdvancePierre intends to use the net proceeds fr

AdvancePierre Foods Announces Launch of Repricing of First Lien Term Loan

EX-99.2 3 a16-220203ex99d2.htm EX-99.2 Exhibit 99.2 AdvancePierre Foods Announces Launch of Repricing of First Lien Term Loan Cincinnati — November 28, 2016 — AdvancePierre Foods Holdings, Inc. (NYSE: APFH) (“AdvancePierre” or the “Company”) announced today that it is seeking to reduce the applicable margin and the overall price under its existing first lien term loan maturing in 2023 with an aggr

Financial Statements and Exhibits, Other Events

8-K 1 a16-2202038k.htm 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 November 28, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 November 28, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file numb

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Linn S.

TRANSITION AND SEPARATION AGREEMENT

Exhibit 10.2 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (this ?Agreement?) is made as of this 7th day of November, 2016 (the ?Effective Date?), by and among AdvancePierre Foods Holdings, Inc., incorporated under the laws of Delaware (?Holdings?), AdvancePierre Foods, Inc., incorporated under the laws of Delaware and an indirect wholly-owned subsidiary of Holdings

AdvancePierre Foods Appoints Christopher D. Sliva as President and Director; Announces Executive Promotions Sliva Will Succeed John Simons as Chief Executive Officer Following Simons’ Planned Retirement in 2017 George Chappelle Named Chief Operating

Exhibit 99.1 AdvancePierre Foods Appoints Christopher D. Sliva as President and Director; Announces Executive Promotions Sliva Will Succeed John Simons as Chief Executive Officer Following Simons? Planned Retirement in 2017 George Chappelle Named Chief Operating Officer Jim Clough Named Chief Commercial Officer CINCINNATI ? November 9, 2016 ? AdvancePierre Foods (NYSE: APFH) (?AdvancePierre?), a l

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT is dated as of October 27, 2016 (this ?Agreement?), and is entered into by and among AdvancePierre Foods Holdings, Inc., incorporated under the laws of Delaware (?Holdings?), AdvancePierre Foods, Inc., incorporated under the laws of Delaware and an indirect wholly-owned subsidiary of Holdings (the ?Company?), and Chris

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a16-2138118k.htm 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 November 5, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporat

WAIVER AGREEMENT

EX-10.3 4 a16-213811ex10d3.htm EX-10.3 Exhibit 10.3 WAIVER AGREEMENT THIS WAIVER AGREEMENT (this “Agreement”) is entered into on October 26, 2016, by and between AdvancePierre Foods, Inc. (the “Company”) and John Simons (the “Executive”). WHEREAS, the Executive currently serves as the President and Chief Executive Officer of the Company pursuant to the terms of the Executive Employment Agreement b

AdvancePierre Foods Holdings 10-Q (Quarterly Report)

10-Q 1 a16-17255110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 1, 2016 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fr

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 9, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file numbe

Third Quarter Ended

Exhibit 99.1 AdvancePierre Foods Reports Third Quarter 2016 Financial Results Third Quarter Net Income of $22 million; Adjusted Net Income of $35 million; Adjusted EBITDA of $79 million Raises full year expectation for Adjusted EBITDA to a range of $290 to $295 million; expects $0.14 per share quarterly dividend; reduces net leverage Cincinnati, OH ? November 9, 2016 ? AdvancePierre Foods Holdings

ADVANCEPIERRE FOODS HOLDINGS, INC. INDEPENDENT DIRECTOR COMPENSATION POLICY EFFECTIVE AUGUST 18, 2016

Exhibit 10.1 ADVANCEPIERRE FOODS HOLDINGS, INC. INDEPENDENT DIRECTOR COMPENSATION POLICY EFFECTIVE AUGUST 18, 2016 Non-employee members of the board of directors (the “Board”) of AdvancePierre Foods Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity-based compensation as set forth in this Independent Director Compensation Policy (this “Policy”). The cash compensation and e

AdvancePierre Foods Acquires Allied Specialty Foods, Inc. Highly Strategic and Accretive Acquisition Expands Raw Philly Steak Market Leadership, Provides Entry into Fully Cooked Offering

EX-99.1 2 a16-197041ex99d1.htm EX-99.1 Exhibit 99.1 MEDIA CONTACT: Laura Phillips Vehr Communications 513-381-8347 (w) 513-325-9985 (c) [email protected] AdvancePierre Foods Acquires Allied Specialty Foods, Inc. Highly Strategic and Accretive Acquisition Expands Raw Philly Steak Market Leadership, Provides Entry into Fully Cooked Offering Cincinnati, OH — Oct. 10, 2016 — AdvancePier

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a16-1970418k.htm 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 October 10, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 September 14, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file num

AMENDMENT TO OUTSTANDING RESTRICTED STOCK AWARD AGREEMENTS

EX-10.1 2 a16-185811ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT TO OUTSTANDING RESTRICTED STOCK AWARD AGREEMENTS THIS AMENDMENT is executed as of the 14th day of September, 2016 (the “Effective Date”), by AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), under the following circumstances: A. Pursuant to the AdvancePierre Foods Holdings, Inc. 2009 Omnibus Equity Incentive Pl

AdvancePierre Foods Holdings S-8

S-8 1 a16-162041s8.htm S-8 As filed with the Securities and Exchange Commission on August 19, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AdvancePierre Foods Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 26-3712208 (State or other jurisdiction of

ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT

EX-10.4 5 a16-169941ex10d4.htm EX-10.4 Exhibit 10.4 ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT THIS OPTION AGREEMENT (this “Award Agreement”) is made and entered into as of the “Grant Date” by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and the “Holder”. Where the context permits, references to the Compan

AMENDMENT NO. 3 TO THE PIERRE FOODS HOLDING CORPORATION 2009 OMNIBUS EQUITY INCENTIVE PLAN

Exhibit 10.1 AMENDMENT NO. 3 TO THE PIERRE FOODS HOLDING CORPORATION 2009 OMNIBUS EQUITY INCENTIVE PLAN THIS AMENDMENT (the ?Amendment?) to the Pierre Foods Holding Corporation 2009 Omnibus Equity Incentive Plan, as amended (the ?Plan?), is made and entered into effective as of August 18, 2016. WHEREAS, the Board of Directors of AdvancePierre Foods Holdings, Inc. (the ?Company?) desires to amend t

Financial Statements and Exhibits, Other Events

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 August 18, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file number

ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Employee Form

Exhibit 10.2 ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Employee Form THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this ?Award Agreement?) is made and entered into as of the ?Grant Date? by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the ?Company?), and the ?Holder?. Where the context permits, references to

Financial Statements and Exhibits, Other Events

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 August 18, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file number

ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Independent Director Form

Exhibit 10.3 ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Independent Director Form THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this ?Award Agreement?) is made and entered into as of the ?Grant Date? by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the ?Company?), and the ?Holder?. Where the context permits, r

AMENDMENT NO. 3 TO THE PIERRE FOODS HOLDING CORPORATION 2009 OMNIBUS EQUITY INCENTIVE PLAN

Exhibit 10.1 AMENDMENT NO. 3 TO THE PIERRE FOODS HOLDING CORPORATION 2009 OMNIBUS EQUITY INCENTIVE PLAN THIS AMENDMENT (the ?Amendment?) to the Pierre Foods Holding Corporation 2009 Omnibus Equity Incentive Plan, as amended (the ?Plan?), is made and entered into effective as of August 18, 2016. WHEREAS, the Board of Directors of AdvancePierre Foods Holdings, Inc. (the ?Company?) desires to amend t

ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Employee Form

Exhibit 10.2 ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Employee Form THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this ?Award Agreement?) is made and entered into as of the ?Grant Date? by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the ?Company?), and the ?Holder?. Where the context permits, references to

AdvancePierre Foods Holdings S-8

S-8 1 a16-162041s8.htm S-8 As filed with the Securities and Exchange Commission on August 19, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AdvancePierre Foods Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 26-3712208 (State or other jurisdiction of

ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT

EX-10.4 5 a16-169941ex10d4.htm EX-10.4 Exhibit 10.4 ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT THIS OPTION AGREEMENT (this “Award Agreement”) is made and entered into as of the “Grant Date” by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and the “Holder”. Where the context permits, references to the Compan

ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Independent Director Form

Exhibit 10.3 ADVANCEPIERRE FOODS HOLDINGS, INC. 2009 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT Independent Director Form THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this ?Award Agreement?) is made and entered into as of the ?Grant Date? by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the ?Company?), and the ?Holder?. Where the context permits, r

Phone 513-874-8741 Toll Free 1-800-543-1604

Exhibit 10.1 CONFIDENTIAL March 9, 2016 Mr. David Tipton 43126 Pradel Drive Naperville IL, 60564 [email protected] Dear David: We are very pleased to confirm our offer for you to join AdvancePierre Foods, Inc. (the “Company”) as Senior Vice President, Human Resources. This letter will confirm the terms and conditions of our offer. We hope to have you join us as soon as possible, and will establ

1

Exhibit 10.2 July 11, 2016 CONFIDENTIAL Linn Harson 2896 N. River Road Yellow Springs, Ohio 45387 Dear Linn: We are very pleased to offer you the opportunity to join AdvancePierre Foods, Inc. (the “Company”) as Senior Vice President, General Counsel and Corporate Secretary. This letter will confirm the terms and conditions of our offer. The offer will expire at the end of business on Tuesday, July

APFH / AdvancePierre Foods Holdings, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2016 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 001-378

Second Quarter Ended

Exhibit 99.1 AdvancePierre Foods Reports Second Quarter 2016 Financial Results Second Quarter Adjusted EBITDA of $71 million; Net Income of $64 million; Adjusted Net Income of $25 million Expects full year Adjusted EBITDA of $285 to $290 million; expects $0.14 per share quarterly dividend Cincinnati, OH ? August 10, 2016 ? AdvancePierre Foods Holdings, Inc. (NYSE:APFH) (?AdvancePierre? or ?the Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 10, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file number

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 10, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation) (Commission file number

Second Quarter Ended

Exhibit 99.1 AdvancePierre Foods Reports Second Quarter 2016 Financial Results Second Quarter Adjusted EBITDA of $71 million; Net Income of $64 million; Adjusted Net Income of $25 million Expects full year Adjusted EBITDA of $285 to $290 million; expects $0.14 per share quarterly dividend Cincinnati, OH ? August 10, 2016 ? AdvancePierre Foods Holdings, Inc. (NYSE:APFH) (?AdvancePierre? or ?the Com

AMENDED AND RESTATED ADVANCEPIERRE FOODS HOLDINGS, INC. A Delaware Corporation Effective July 19, 2016

EX-3.2 3 a16-687613ex3d2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF ADVANCEPIERRE FOODS HOLDINGS, INC. A Delaware Corporation Effective July 19, 2016 TABLE OF CONTENTS Page Article I OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article II MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCEPIERRE FOODS HOLDINGS, INC. Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware

EX-3.1 2 a16-687613ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCEPIERRE FOODS HOLDINGS, INC. Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware AdvancePierre Foods Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

8-K 1 a16-6876138k.htm 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 July 19, 2016 Date of report (date of earliest event reported) ADVANCEPIERRE FOODS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37826 26-3712208 (State of Incorporation

STOCKHOLDERS AGREEMENT DATED AS OF JULY 20, 2016 ADVANCEPIERRE FOODS HOLDINGS, INC. OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P.

Exhibit 10.1 STOCKHOLDERS AGREEMENT DATED AS OF JULY 20, 2016 BETWEEN ADVANCEPIERRE FOODS HOLDINGS, INC. AND OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P. Table of Contents Page ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 3 ARTICLE II CORPORATE GOVERNANCE MATTERS 3 2.1 Election of Directors 3 ARTICLE III INFORMATION 4 3.1 Books and Records; Access 4 3.2 Certain Repor

TERMINATION AGREEMENT

Exhibit 10.4 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this ?Agreement?) is dated as of July 20, 2016, by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the ?Company?), and Oaktree Capital Management, L.P., a Delaware limited partnership (?Oaktree?). RECITALS WHEREAS, the Company and Oaktree are parties to that certain Management Services Agreement, dated as of Dec

INCOME TAX RECEIVABLE AGREEMENT Dated as of July 20, 2016

EX-10.3 6 a16-687613ex10d3.htm EX-10.3 Exhibit 10.3 INCOME TAX RECEIVABLE AGREEMENT Dated as of July 20, 2016 Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT Section 2.01 Pre-IPO Tax Assets 7 Section 2.02 Tax Benefit Schedule 7 Section 2.03 Procedures; Amendments 7 ARTICLE III TAX BENEFIT PAYMENTS Section 3.01 Payments 8 Sect

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated July 20, 2016, is made and entered into by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation formerly known as Pierre Foods Holding Corporation (the ?Company?), OCM APFH Holdings, LLC, a Delaware limited liability company (

18,600,000 Shares AdvancePierre Foods Holdings, Inc. Common Stock

424B1 1 a2229212z424b1.htm 424B1 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(B)(1) Registration No. 333-210674 PROSPECTUS 18,600,000 Shares AdvancePierre Foods Holdings, Inc. Common Stock This is the initial public offering of shares of our common stock. We are selling 11,090,000 shares of

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

EX-24 2 attachment1.htm EX-24 DOCUMENT POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N. Simons, Jr. and Michael B. Sims or any of them, each acting alone, his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5, or any amendment theret

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael B.

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

[Signature Page to Form 3 (OCM)]

Unassociated Document EXHIBIT 99.1 This Statement on Form 3 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Fl., Los Angeles, CA 90071. Name of Designated Filer: OCM Principal Opportunities Fund IV Delaware, L.P. Date of Event Requiring Statement: July 14, 2016 Issuer Name and Ticker or Tradin

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

[Signature Page to Form 3 (OCM)]

Unassociated Document EXHIBIT 99.1 This Statement on Form 3 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Fl., Los Angeles, CA 90071. Name of Designated Filer: OCM Principal Opportunities Fund IV Delaware, L.P. Date of Event Requiring Statement: July 14, 2016 Issuer Name and Ticker or Tradin

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4 and 5 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of John N.

AdvancePierre Foods Holdings ESP

AdvancePierre Foods Holdings, Inc. 9987 Carver Road Blue Ash, Ohio 45242 (800) 969-2747 July 12, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Re: AdvancePierre Foods Holdings, Inc. Registration Statement on Form S-1 (File No. 333-210674) Ladies and Gentlemen: Pursuant to Rule 461(a) under the Secu

AdvancePierre Foods Holdings 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AdvancePierre Foods Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 26-3712208 (State of incorporation or organization) (I.R.S. Employer Identification No.) 9987 Carv

AdvancePierre Foods Holdings ESP

Barclays Capital Inc. 745 Seventh Avenue, New York, New York 10019 Credit Suisse Securities (USA) LLC Eleven Madison Avenue, New York, New York 10010 Morgan Stanley & Co. LLC 1585 Broadway, New York, New York 10036 July 12, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Re: AdvancePierre Foods Holdi

AdvancePierre Foods Holdings S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on July 5, 2016 Registration No.

AdvancePierre Foods Holdings ESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.

FORM OF INDEMNIFICATION AGREEMENT

EX-10.3 6 a2228971zex-103.htm EX-10.3 Exhibit 10.3 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, dated as of (this “Agreement”), is made by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers highly capable persons; WHEREAS, Indemnitee

STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2016 ADVANCEPIERRE FOODS HOLDINGS, INC. THE OTHER PARTIES HERETO

Exhibit 10.2 STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2016 AMONG ADVANCEPIERRE FOODS HOLDINGS, INC. AND THE OTHER PARTIES HERETO Table of Contents Page ARTICLE I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 3 ARTICLE II CORPORATE GOVERNANCE MATTERS 3 2.1 Election of Directors 3 ARTICLE III INFORMATION 4 3.1 Books and Records; Access 4 3.2 [Certain Reports 4 ARTICLE IV GENERAL PROVISI

AdvancePierre Foods Holdings, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT

Exhibit 1.1 [?] AdvancePierre Foods Holdings, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT [?], 2016 BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: AdvancePierre Food

AdvancePierre Foods Holdings ESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 VIA EDGAR H.

INCOME TAX RECEIVABLE AGREEMENT Dated as of [·], 2016

Exhibit 10.4 INCOME TAX RECEIVABLE AGREEMENT Dated as of [?], 2016 Table of Contents Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 ARTICLE II DETERMINATION OF REALIZED TAX BENEFIT Section 2.01 Pre-IPO Tax Assets 7 Section 2.02 Tax Benefit Schedule 7 Section 2.03 Procedures; Amendments 7 ARTICLE III TAX BENEFIT PAYMENTS Section 3.01 Payments 8 Section 3.02 No Duplicative Payments 9 ARTICLE

AdvancePierre Foods Holdings S-1/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on June 24, 2016 Registration No.

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 10.1 THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated [ ], 2016, is made and entered into by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation formerly known as Pierre Foods Holding Corporation (the ?Company?), OCM APFH Holdings, LLC, a Delaware limited liability company (?Oak

AdvancePierre Foods Holdings ESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071- 3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.

AdvancePierre Foods Holdings S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 15, 2016 Registration No.

AdvancePierre Foods Holdings ESP

CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071- 3144 TEL: (213) 687-5000 FAX: (213) 687-5600 FIRM/AFFILIATE www.skadden.com OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. June 14, 2016 WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO T

AdvancePierre Foods Holdings ESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 FIRM/AFFILIATE OFFICES www.

AdvancePierre Foods Holdings S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 27, 2016 Registration No.

AdvancePierre Foods Holdings ESP

CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071- 3144 TEL: (213) 687-5000 FAX: (213) 687-5600 FIRM/AFFILIATE OFFICES www.skadden.com BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO May 27, 2016 WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL VIA EDGAR SHANGHAI H. Roger Schwal

AdvancePierre Foods Holdings S-1

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 11, 2016 Registration No.