TIDMSRL
Sara Lee Corp. ("Sara Lee") (NYSE: SLE) today announced the
expiration, as of 12:00 midnight, Eastern time, at the end of April
2, 2012, of its previously announced cash tender offer to purchase
up to $470 million combined aggregate principal amount of its
outstanding 6 1/8% Notes due 2032 and 4.10% Notes due 2020
(collectively, the "notes"), subject to the applicable priorities
specified in the table below. The terms and conditions of the
tender offer are set forth in an Offer to Purchase dated March 6,
2012 and a related Letter of Transmittal, as amended and modified
by Sara Lee's March 20, 2012 news releases relating to the tender
offer.
According to information provided by D.F. King & Co., Inc.,
the tender agent for the tender offer, $608,248,000 aggregate
principal amount of notes subject to the tender offer was validly
tendered and not validly withdrawn on or prior to the expiration of
the tender offer at 12:00 midnight, Eastern time, at the end of
April 2, 2012, as more fully set forth below.
Title of CUSIP Number Aggregate Acceptance Principal Amount Principal Amount Proration Factor
Security Principal Priority Tendered Accepted
AmountOutstanding Level
6 1/8%Notes 803111 AM5 $500,000,000 1 $348,369,000 $348,369,000 N/A
due2032
4.10% Notesdue 803111 AS2 $400,000,000 2 $259,879,000 $121,631,000 46.84309372%
2020
Aggregate $900,000,000 $608,248,000 $470,000,000
Tender
OfferSecurities
Sara Lee has accepted for purchase $348,369,000 principal amount
of the 6 1/8% Notes due 2032 validly tendered and not withdrawn
(acceptance priority level 1, as described in the Offer to
Purchase) and $121,631,000 principal amount of the 4.10% Notes due
2020 validly tendered and not validly withdrawn (acceptance
priority level 2, as described in the Offer to Purchase). Sara Lee
expects to make payment for all notes accepted for purchase
pursuant to the tender offer in same-day funds today, April 3,
2012.
Notes tendered in the tender offer that have not been accepted
for purchase due to proration will promptly be returned to the
tendering holders.
Goldman, Sachs & Co. and Morgan Stanley & Co. LLC served
as the Lead Dealer Managers for the tender offer. BNP Paribas
Securities Corp., Lloyds Securities Inc., Mitsubishi UFJ Securities
(USA), Inc. and RBS Securities Inc. served as the Co-Dealer
Managers for the tender offer. Goldman, Sachs & Co. may be
contacted at (800) 828-3182 (toll free) or (212) 357-4692 (collect)
and Morgan Stanley & Co. LLC may be contacted at (800) 624-1808
(toll free) or (212) 761-1057 (collect). Sara Lee has also retained
D.F. King & Co., Inc. served as the Tender Agent and the
Information Agent for the tender offer.
Forward Looking Statements
This release contains forward-looking statements with respect to
the cash tender offer, including as to the timing of payment for
notes accepted for purchase. The Offer to Purchase and other
documents and statements of Sara Lee contain certain
forward-looking statements, including the anticipated costs and
benefits of restructuring, transformation and actions associated
with Sara Lee's Project Accelerate initiative, other matters
related to Sara Lee's spin-off plans, access to credit markets and
Sara Lee's credit ratings, the planned extinguishment of debt
(including through the tender offer), the funding of pension plans,
potential payments under guarantees and amounts due under future
contractual obligations and commitments, projected capital
expenditures, cash tax payments, pension settlement amounts and
effective tax rates. In addition, from time to time, in oral
statements and written reports, Sara Lee discusses its expectations
regarding its future performance by making forward-looking
statements preceded by terms such as "expects," "projects,"
"anticipates" or "believes." These forward-looking statements are
based on currently available competitive, financial and economic
data, as well as management's views and assumptions regarding
future events. Such forward-looking statements are inherently
uncertain, and investors must recognize that actual results may
differ from those expressed or implied in the forward-looking
statements. Consequently, Sara Lee wishes to caution readers not to
place undue reliance on any forward-looking statements. Among the
factors that could cause Sara Lee's actual results to differ from
such forward-looking statements are those described in Sara Lee's
Annual Report on Form 10-K for the fiscal year ended July 2, 2011,
as well as factors relating to:
-- Sara Lee's proposed spin-off plans and the related special dividend,
such as (i) unanticipated developments that delay or negatively
impact
the proposed spin-off and capital plans; (ii) the anticipated
costs
and benefits of restructuring actions taken to prepare for
the
spin-off; (iii) Sara Lee's ability to obtain customary
approvals; (iv)
Sara Lee's ability to generate the anticipated efficiencies
and
savings from the spin-off including a lower effective tax rate
for the
spun-off company; (v) the impact of the spin-off on Sara
Lee's
relationships with its employees, major customers and vendors
and on
Sara Lee's credit ratings and cost of funds; (vi) changes in
market
conditions; (vii) future opportunities that Sara Lee's board
of
directors may determine present greater potential value to
shareholders than the spin-off and special dividend; (viii)
disruption
to Sara Lee's business operations as a result of the spin-off;
(ix)
future operating or capital needs that require a more
significant
outlay of cash than currently anticipated; and (x) the ability
of the
businesses to operate independently following the completion of
the
spin-off;
-- Sara Lee's relationship with its customers, such as (i) a significant
change in Sara Lee's business with any of its major customers,
such as
Walmart, its largest customer; and (ii) credit and other
business
risks associated with customers operating in a highly
competitive
retail environment;
-- The consumer marketplace, such as (i) intense competition, including
advertising, promotional and price competition; (ii) changes
in
consumer behavior due to economic conditions, such as a shift
in
consumer demand toward private label; (iii) fluctuations in
raw
material costs, Sara Lee's ability to increase or maintain
product
prices in response to cost fluctuations and the impact on Sara
Lee's
profitability; (iv) the impact of various food safety issues
and
regulations on sales and profitability of Sara Lee products; and
(v)
inherent risks in the marketplace associated with product
innovations,
including uncertainties about trade and consumer acceptance;
-- Sara Lee's international operations, such as (i) impacts on reported
earnings from fluctuations in foreign currency exchange
rates,
particularly the euro; (ii) Sara Lee's generation of a high
percentage
of its revenues from businesses outside the United States and
costs to
remit these foreign earnings into the U.S. to fund Sara Lee's
domestic
operations, dividends, debt service and corporate costs;
(iii)
difficulties and costs associated with complying with U.S. laws
and
regulations, such as Foreign Corrupt Practices Act, applicable
to
global corporations, and different regulatory structures and
unexpected changes in regulatory environments overseas; and (iv)
Sara
Lee's ability to continue to source production and conduct
operations
in various countries due to changing business conditions,
political
environments, import quotas and the financial condition of
suppliers;
and
-- previous business decisions, such as (i) Sara Lee's ability to
generate margin improvement through cost reduction and
efficiency
initiatives; (ii) Sara Lee's credit ratings, the impact of Sara
Lee's
capital plans on such credit ratings and the impact these
ratings and
changes in these ratings may have on Sara Lee's cost to borrow
funds
and access to capital/debt markets; (iii) the settlement of a
number
of ongoing reviews of Sara Lee's income tax filing positions
in
various jurisdictions and inherent uncertainties related to
the
interpretation of tax regulations in the jurisdictions in which
Sara
Lee transacts business; and (iv) changes in the expense for
and
contingent liabilities relating to multi-employer pension plans
in
which Sara Lee participates.
In addition, Sara Lee's results may also be affected by general
factors, such as economic conditions, political developments,
interest and inflation rates, accounting standards, taxes and laws
and regulations in markets where Sara Lee competes. Sara Lee
undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
About Sara Lee Corporation
Sara Lee Corp. (NYSE: SLE) and its leading portfolio of food and
beverage brands, including Ball Park, Douwe Egberts, Hillshire
Farm, Jimmy Dean, Pickwick Teas, Sara Lee and Senseo, generate
nearly $8 billion in annual net sales from continuing operations
and employ approximately 20,000 people worldwide. In January 2011,
Sara Lee Corp. announced that it will divide the company into two
pure-play publicly-traded companies, one focused on the
international coffee and tea market and the other on North American
meats. For more information on the company, please visit
www.saralee.com.
Media:Mike Cummins, +1.630.598.8123orAnalysts:Melissa Napier,
+1.630.598.8739
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