Dole Food Company, Inc. (NYSE: DOLE) today announced that it expects the sale of its worldwide packaged foods and Asia fresh businesses to ITOCHU Corporation for $1.685 billion in cash, now to be completed in early 2013. The sale transaction is still waiting for China regulatory approval, with the required regulatory approvals from the other six countries already received.
“After weeks of active engagement, the Chinese Ministry of Commerce officially accepted our antitrust filing on December 11, and promptly met with Dole and Itochu officials. A dedicated MOFCOM case team is focused on our filing, with a simultaneous process of interagency consultation,” said C. Michael Carter, Dole’s Executive Vice President and General Counsel. “We have been engaged in a very active dialogue with the Chinese regulatory agency, and we will continue to seek approval at the earliest date possible in 2013. We are confident that there are no competition issues that would complicate receiving antitrust approval in China.”
Mr. Carter, who is assuming the added role of President and Chief Operating Officer in connection with the sale transaction, also provided a financial and business update for the new Dole following the sale transaction. “We are pleased to announce that we are finalizing the written commitments from four of Dole’s banking partners for a new $400 million term loan and a $300 million revolving credit facility, to be implemented upon completion of the sale transaction. The $400 million term loan, together with substantially all of the proceeds from the sale transaction, will allow us to pay off our existing indebtedness of approximately $1.7 billion, and will provide needed funding for transaction-related taxes, costs and expenses, extinguishment of all or part of our long-term Japanese yen hedges, the anticipated right-sizing of the new Dole and other post-closing restructuring expenses, and possible resolution of the previously disclosed Honduras tax case, European Union Antitrust Inquiry and the DBCP cases. Upon consummation of the sale transaction, Dole’s resulting net leverage ratio will be approximately 1.8x (based on the new net debt level and 2013 projected Adjusted EBITDA of the new Dole), and we will benefit from a significant reduction in interest expense.”