SRL Sara Lee Corp

 
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$608,248,000 aggregate principal amount of notes subject to the tender offer was validly tendered and not validly withdrawn on or prior to the expiration of the tender offer at 12:00 midnight, Eastern time, at the end of April 2, 2012, as more fully set forth below.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Sara Lee has accepted for purchase $348,369,000 principal amount of the 6 1/8% Notes due 2032 validly tendered and not withdrawn (acceptance priority level 1, as described in the Offer to Purchase) and $121,631,000 principal amount of the 4.10% Notes due 2020 validly tendered and not validly withdrawn (acceptance priority level 2, as described in the Offer to Purchase).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