Sara Lee Announces Results Of Cash Tender Offer As Of Early Tender Date And Elimination Of Series-Specific Tender Caps; Tender Offer Remains Subject To $470 Million Maximum Amount
Sara Lee Corp. (“Sara Lee”) (NYSE: SLE) today 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$888.6 million in aggregate principal amount of notes subject to the tender offer was validly tendered and not withdrawn on or before the “Early Tender Date,” which was 5:00 p.m., Eastern time, on March 19, 2012, according to information provided by D.F. King & Co., Inc., the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, as more fully set forth below.
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.
| Title of Security | CUSIP Number | Aggregate Principal Amount Outstanding | Tender Cap | Acceptance Priority Level | Principal Amount Tendered | Percentage of Outstanding Amount Tendered | |||||||||||||
| 6 1/8% Notesdue 2032 | 803111 AM5 | $500,000,000 | N/A | 1 | $347,784,000 | 69.56% | |||||||||||||
| 4.10% Notesdue 2020 | 803111 AS2 | $400,000,000 | N/A | 2 | $259,854,000 | 64.96% | |||||||||||||
| 2.75% Notesdue 2015 | 803111 AR4 | $400,000,000 | N/A | 3 | $280,969,000 | 70.24% |
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 All notes validly tendered and not validly withdrawn in the tender offer having a higher acceptance priority level will be accepted before any tendered notes having a lower acceptance priority level are accepted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.
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