Hillshire Brands Co 8-K 2010
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Sara Lee Corporation
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 1.01 Entry into a Material Definitive Agreement.
After market close on March 1, 2010, Sara Lee Corporation ("Sara Lee") entered into an accelerated stock repurchase ("ASR") contract with Goldman, Sachs & Co. ("Goldman Sachs") under which Sara Lee will repurchase shares of its common stock. Sara Lee is acquiring shares under the ASR contract as part of its previously announced share repurchase program. Under the ASR contract, Sara Lee will pay $500 million to Goldman Sachs on March 2, 2010 for shares of common stock at a per share price equal to a measure of the volume weighted average price per share of Sara Lee common stock during the ASR contract's valuation period, less a discount (the "ASR Price").
Item 7.01 Regulation FD Disclosure.
On March 2, 2010, Sara Lee issued a press release announcing that it had entered into the ASR contract and that Sara Lee has hedged 1.6 billion euros of the proceeds anticipated to be generated by the divestiture of its Household & Body Care business. In the press release, Sara Lee also provided updated EPS guidance for fiscal 2010 based on the foregoing activities. The full text of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. The information disclosed in this Item 7.01, including Exhibit 99 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.