TIDMSRL
Sara Lee Corp. (NYSE: SLE) today announced that it has closed a
private placement of $650 million of senior notes.
The offering consisted of $232,000,000 of 3.60% senior notes due
May 15, 2019, $120,000,000 of 3.81% senior notes due May 15, 2020,
$124,000,000 of 4.03% senior notes due May 15, 2021, and
$174,000,000 of 4.20% senior notes due May 15, 2022 (collectively,
the "Notes").
Sara Lee intends to use the net proceeds from the offering to
pay off existing indebtedness and for general corporate
purposes.
Upon completion of the proposed spin-off of Sara Lee's
International Coffee and Tea business, Sara Lee will satisfy its
obligations under the Notes with a mandatory exchange of DE US,
Inc. notes, which have substantially the same terms as the Notes.
DE US, Inc. currently is a subsidiary of Sara Lee and will become a
subsidiary of D.E MASTER BLENDERS 1753 in connection with the
spin-off.
The Notes were offered and sold in private transactions and have
not been and will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
Forward-Looking Statements
This notice and other documents and statements of Sara Lee
contain certain forward-looking statements, including with respect
to Sara Lee's spin-off plans. 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) Sara Lee's ability
to
obtain customary approvals; (iii) 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; (iv) 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; (v) changes in market conditions; (vi) future
opportunities
that the board of directors of Sara Lee may determine present
greater
potential value to shareholders than the spin-off and
special
dividend; (vii) disruption to Sara Lee's business operations as
a
result of the spin-off; (viii) future operating or capital needs
that
require a more significant outlay of cash than currently
anticipated;
and (ix) 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.
Sara Lee Corp.Media: Mike Cummins, +1.630.598.8412Analysts:
Melissa Napier, +1.630.598.8739
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