Smithfield Foods announced it has agreed to acquire Nathan’s Famous in an all-cash deal valued at approximately $450 million, aiming to secure long-term control of the iconic all-beef hot dog brand and expand growth across retail and foodservice. Under the definitive merger agreement, Smithfield will purchase all outstanding shares of Nathan’s Famous for $102.00 per share in cash.
The acquisition builds on a longstanding commercial relationship between the companies. Since March 2014, Smithfield has held an exclusive license to manufacture, distribute, market and sell Nathan’s Famous branded hot dogs and certain related products across the United States and Canada, as well as Sam’s Clubs in Mexico. That license is currently scheduled to expire in March 2032. Smithfield said owning the brand outright would secure its rights “into perpetuity” and allow it to maximize brand expansion across channels.
Smithfield President and CEO Shane Smith positioned the deal as a portfolio and growth move for the company’s packaged meats business, citing Smithfield’s manufacturing scale, marketing capabilities, innovation pipeline, and established retail and foodservice distribution as levers to accelerate the brand. Nathan’s Famous CEO Eric Gatoff said the transaction offers a “compelling valuation” for shareholders and described Smithfield as a long-time partner that has invested in brand growth while maintaining quality and service standards.
Smithfield said the transaction is expected to be immediately accretive to its adjusted diluted earnings per share from continuing operations attributable to Smithfield. The company also expects to generate approximately $9 million in annual run-rate cost synergies by the second anniversary of the closing.
On valuation, Smithfield said the deal implies roughly 12.4x Nathan’s Famous’ last-twelve-months adjusted EBITDA, and approximately 10.0x on a post-synergies basis. The companies included a non-GAAP reconciliation table in the release reflecting Nathan’s Famous adjusted EBITDA over the twelve months ended Sept. 28, 2025.
The transaction is not subject to a financing contingency and will be funded with cash on hand. Closing is expected in the first half of 2026, subject to customary conditions including approval by holders of a majority of Nathan’s Famous common stock, expiration or termination of the applicable Hart-Scott-Rodino waiting period, approval from the Committee on Foreign Investment in the United States, and other customary closing conditions. The merger agreement also permits Nathan’s Famous’ board to declare and pay two regular quarterly cash dividends during the period pending closing.
Nathan’s Famous’ board has approved the merger agreement and agreed to recommend that stockholders vote to adopt it. In addition, board members who collectively own or control about 29.9% of Nathan’s Famous’ outstanding shares entered into a voting agreement to support the transaction.
Support: Goldman Sachs is serving as Smithfield’s financial advisor, with Hunton Andrews Kurth as legal counsel. Jefferies is advising Nathan’s Famous financially, with Akerman as legal counsel.
KEY QUOTES:
“The Nathan’s Famous acquisition is a meaningful step in the progression of Smithfield Foods allowing us to own all of the top brands in our Packaged Meats portfolio and unlock new growth opportunities for our largest segment. Since entering into our licensing agreement in 2014, we have made significant investments to build and grow the Nathan’s Famous brand. With our manufacturing scale, marketing strength, product innovation capabilities, and retail and foodservice channel expertise, acquiring Nathan’s Famous will allow us to take the brand to new heights.”
Shane Smith, President and CEO, Smithfield Foods
“This combination is a natural fit and provides a compelling valuation for Nathan’s Famous stockholders. As a long-time partner, Smithfield has demonstrated an outstanding commitment to investing in and growing our brand while maintaining the utmost quality and customer service standards.”
Eric Gatoff, CEO, Nathan’s Famous
