Shearman & Sterling represented Morgan Stanley & Co. LLC as the sole book-running manager in connection with the Rule 144A/Regulation S offering of $500 million aggregate principal amount of 5.250% Senior Notes due 2018 and $400 million aggregate principal amount of 5.875% Senior Notes due 2021 of Sun Merger Sub, Inc., to be merged with and into Smithfield Foods, Inc. The proceeds from the offering, together with cash provided by Shuanghui International Holdings Limited, an indirect parent of Sun Merger Sub, and drawings under Smithfield’s revolving credit facility, will be used to finance the acquisition of Smithfield.

Smithfield is a global food company and the largest pork processor and hog producer globally and in the United States. It is also the largest packaged pork company in the United States and commands a leading presence internationally, including in several European countries. Shuanghui International Holdings Limited is the majority shareholder of Henan Shuanghui Investment & Development Co., which is China’s largest meat processing enterprise and the largest publicly traded meat products company in China, as measured by market capitalization.

The Shearman & Sterling team included partner Michael Benjamin (New York-Capital Markets); counsel Jeff Salinger (New York-Real Estate/Environmental) and Eileen O’Pray (Palo Alto-Tax); and associates Merritt Johnson (New York-Capital Markets), Fraser Hartley (New York-Capital Markets), Yui Le (New York-Capital Markets), Kenji Amma (New York-Corporate), Joe Tucci (Palo Alto-Tax), Timothy Hanson (New York-Executive Compensation & Employee Benefits), Laura Mulry (New York-Real Estate/Environmental) and Geoffrey McGill (New York-Derivatives & Structured Products).