Sara Lee (SLE) Reports Initial Results of Debt Tender Offer
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Price: $3.75 +0.54%
Overall Analyst Rating:
SELL (= Flat)
Dividend Yield: 80%
Revenue Growth %: +36.4%
Overall Analyst Rating:
SELL (= Flat)
Dividend Yield: 80%
Revenue Growth %: +36.4%
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Sara Lee Corp. (NYSE: SLE) announced that, pursuant to its previously announced cash tender offer, approximately $888.6 million in aggregate principal amount of notes subject to the tender offer was validly tendered and not withdrawn on or before the “Early Tender Date,” which was 5:00 p.m., Eastern time, on March 19, 2012, according to information provided by D.F. King & Co., Inc., the tender agent for the tender offer.
Sara Lee also announced that it has eliminated the series-specific tender caps for the tender offer, in which it has offered to purchase, subject to certain conditions, up to $470 million combined aggregate principal amount of its 6 1/8% Notes due 2032, 4.10% Notes due 2020 and 2.75% Notes due 2015 (collectively, the “notes”). Except as amended by this news release, all terms and conditions of the tender offer as described in the Offer to Purchase dated March 6, 2012 and a related Letter of Transmittal remain unchanged.
The tender offer will expire on the “Expiration Date,” which is 12:00 midnight, Eastern time, at the end of April 2, 2012, unless extended. The amounts of each series of notes that are purchased in the tender offer will be determined in accordance with the acceptance priority levels set forth in the Offer to Purchase and referenced in the table above, with 1 being the highest acceptance priority level and 3 being the lowest acceptance priority level. All notes validly tendered and not validly withdrawn in the tender offer having a higher acceptance priority level will be accepted before any tendered notes having a lower acceptance priority level are accepted in the tender offer. Notes of the series in the lowest acceptance priority level accepted for purchase in accordance with the terms and conditions of the tender offer will be subject to proration so that Sara Lee will only accept for purchase notes up to a combined aggregate principal amount of $470,000,000. Accordingly, as described in the Offer to Purchase, as amended hereby, notes with acceptance priority level 3, the 2.75% Notes due 2015, are not expected to be accepted for purchase pursuant to the tender offer, based upon the amount of notes with acceptance priority levels 1 and 2 validly tendered and not withdrawn on or before the Early Tender Date.
Holders of notes subject to the tender offer who validly tendered and did not validly withdraw their notes on or before the Early Tender Date will receive the Total Consideration, which includes an Early Tender Premium of $30 per $1,000 principal amount of notes tendered by such holders that are accepted for purchase. Holders of notes who validly tender their notes after the Early Tender Date and on or before the Expiration Date will receive the Tender Consideration per $1,000 principal amount of notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium of $30 per $1,000 principal amount of notes.
The Total Consideration for each $1,000 principal amount of notes tendered and accepted for purchase pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of the notes over the yield based on the bid side price of the U.S. Treasury Security specified on the cover page of the Offer to Purchase, as calculated by the Lead Dealer Managers at 1:00 p.m., Eastern time, on March 20, 2012. Holders whose notes are accepted for purchase pursuant to the tender offer will also receive accrued and unpaid interest on their purchased notes from the last interest payment date for such notes to, but excluding, the Settlement Date. Subject to the terms and conditions of the tender offer, the Settlement Date will follow promptly after the Expiration Date and currently is expected to be Tuesday, April 3, 2012.
Sara Lee has retained Goldman, Sachs & Co. and Morgan Stanley & Co. LLC to serve as the Lead Dealer Managers for the tender offer. Sara Lee has retained BNP Paribas Securities Corp., Lloyds Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and RBS Securities Inc. to serve 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. to serve as the Tender Agent and the Information Agent for the tender offer.
Sara Lee also announced that it has eliminated the series-specific tender caps for the tender offer, in which it has offered to purchase, subject to certain conditions, up to $470 million combined aggregate principal amount of its 6 1/8% Notes due 2032, 4.10% Notes due 2020 and 2.75% Notes due 2015 (collectively, the “notes”). Except as amended by this news release, all terms and conditions of the tender offer as described in the Offer to Purchase dated March 6, 2012 and a related Letter of Transmittal remain unchanged.
The tender offer will expire on the “Expiration Date,” which is 12:00 midnight, Eastern time, at the end of April 2, 2012, unless extended. The amounts of each series of notes that are purchased in the tender offer will be determined in accordance with the acceptance priority levels set forth in the Offer to Purchase and referenced in the table above, with 1 being the highest acceptance priority level and 3 being the lowest acceptance priority level. All notes validly tendered and not validly withdrawn in the tender offer having a higher acceptance priority level will be accepted before any tendered notes having a lower acceptance priority level are accepted in the tender offer. Notes of the series in the lowest acceptance priority level accepted for purchase in accordance with the terms and conditions of the tender offer will be subject to proration so that Sara Lee will only accept for purchase notes up to a combined aggregate principal amount of $470,000,000. Accordingly, as described in the Offer to Purchase, as amended hereby, notes with acceptance priority level 3, the 2.75% Notes due 2015, are not expected to be accepted for purchase pursuant to the tender offer, based upon the amount of notes with acceptance priority levels 1 and 2 validly tendered and not withdrawn on or before the Early Tender Date.
Holders of notes subject to the tender offer who validly tendered and did not validly withdraw their notes on or before the Early Tender Date will receive the Total Consideration, which includes an Early Tender Premium of $30 per $1,000 principal amount of notes tendered by such holders that are accepted for purchase. Holders of notes who validly tender their notes after the Early Tender Date and on or before the Expiration Date will receive the Tender Consideration per $1,000 principal amount of notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium of $30 per $1,000 principal amount of notes.
The Total Consideration for each $1,000 principal amount of notes tendered and accepted for purchase pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of the notes over the yield based on the bid side price of the U.S. Treasury Security specified on the cover page of the Offer to Purchase, as calculated by the Lead Dealer Managers at 1:00 p.m., Eastern time, on March 20, 2012. Holders whose notes are accepted for purchase pursuant to the tender offer will also receive accrued and unpaid interest on their purchased notes from the last interest payment date for such notes to, but excluding, the Settlement Date. Subject to the terms and conditions of the tender offer, the Settlement Date will follow promptly after the Expiration Date and currently is expected to be Tuesday, April 3, 2012.
Sara Lee has retained Goldman, Sachs & Co. and Morgan Stanley & Co. LLC to serve as the Lead Dealer Managers for the tender offer. Sara Lee has retained BNP Paribas Securities Corp., Lloyds Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and RBS Securities Inc. to serve 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. to serve as the Tender Agent and the Information Agent for the tender offer.
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