Sara Lee Announces Total Consideration For Cash Tender Offer; Terminates Cash Tender Offer With Respect To 2.75% Notes Due 2015
Sara Lee Corp. (“Sara Lee”) (NYSE: SLE) today announced the reference yields, Total Consideration and Tender Consideration for each series of debt securities subject to its previously announced cash tender offer.
Based upon the results of the tender offer as of the Early Tender Date (as defined below) and the elimination of the tender caps as reported in the news release issued this morning (the “early tender news release”) to report results of the tender offer as of the Early Tender Date, Sara Lee determined that none of the 2.75% Notes due 2015 would ultimately be accepted for purchase under the terms of the tender offer as amended by the early tender news release. Accordingly, Sara Lee also announced today that it is terminating the tender offer with respect to the 2.75% Notes due 2015. Any tendered 2.75% Notes due 2015 will be promptly returned to holders.
Except as modified by this news release and the early tender news release, all terms and conditions of the tender offer are set forth in the Offer to Purchase dated March 6, 2012 and a related Letter of Transmittal.
The reference yields for the 6 1/8% Notes due 2032 and the 4.10% Notes due 2020 (the “notes”), respectively, were calculated by the Lead Dealer Managers, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC at 1:00 p.m., Eastern time, today. The Total Consideration for each series of notes is determined by reference to a fixed spread specified for such series over the applicable reference yield, in each case as set forth in the table below, and is payable in respect of notes validly tendered and not validly withdrawn on or before the “Early Tender Date,” which was 5:00 p.m., Eastern time, on March 19, 2012, and accepted for purchase pursuant to the terms of the tender offer. Holders of notes who validly tender their notes after the Early Tender Date and on or before the “Expiration Date,” which is 12:00 midnight, Eastern time, at the end of April 2, 2012, will receive the applicable Tender Consideration per $1,000 principal amount of such notes 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. 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, which is currently expected to be Tuesday, April 3, 2012.
|Title of Security||
Acceptance Priority Level
Reference U.S. Treasury Security
Fixed Spread (basis points)
Total Consideration per $1,000 Principal Amount (1)
Tender Consideration per $1,000 Principal Amount
|6 1/8% Notes due 2032||1||3.125% due 11/15/2041||3.449%||230||$1,044.97||$1,014.97|
|4.10% Notes due 2020||2||2.00% due 2/15/2022||2.357%||150||$1,017.36||$987.36|
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