Hillshire Brands Co 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2012
Sara Lee Corporation
(Exact name of registrant as specified in charter)
3500 Lacey Road, Downers Grove, Illinois 60515
(Address of principal executive offices)
Registrants telephone number, including area code: (630) 598-6000
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 (see General Instruction A.2. below):
Item 8.01 Other Events.
On March 2, 2012, Sara Lee Corporation (Sara Lee or the corporation) announced that its wholly-owned subsidiary, DE International Holdings (DE International), filed a registration statement on Form F-1 (the registration statement) with the U.S. Securities and Exchange Commission (the SEC) relating to the spin-off of Sara Lees Coffee and Tea business and related transactions, which are described in the registration statement (the spin-off). The registration statement is included as an exhibit to this report and is incorporated by reference herein.
Set forth below is certain information relating to Sara Lees anticipated debt, pension plans and corporate costs following the spin-off (Sara Lee after the spin-off is referred to in this report as MeatCo).
Before completion of the spin-off, Sara Lee intends to purchase for cash and retire up to approximately $970 million principal amount of its aggregate outstanding indebtedness. Assuming Sara Lee completes the purchase of $970 million principal amount of its outstanding debt before completion of the spin-off and subject to the other assumptions described below, Sara Lee expects that MeatCo would have approximately $942 million in outstanding indebtedness immediately after completion of the spin-off.
The following table sets forth (1) Sara Lees outstanding indebtedness as of July 2, 2011 on an actual basis and (2) MeatCos expected outstanding indebtedness immediately after consummation of the spin-off:
The foregoing presentation is based on various assumptions regarding future events, including the contemplated debt purchases and the spin-off, and accordingly consists of forward-looking statements. The foregoing presentation should be read in conjunction with the information set forth in the corporations Annual Report on Form 10-K for the fiscal year ended July 2, 2011 and the corporations other reports filed with the SEC.
Sara Lee sponsors a number of U.S. and foreign pension plans to provide retirement benefits to certain employees. In connection with and as a result of the spin-off, all of the North American pension plans will remain with MeatCo and all of the non-North American pension plans will become the responsibility of DE International through its subsidiaries. Information regarding Sara Lees North American pension plans is contained in Note 16, Defined Benefit Pension Plans, to the Consolidated Financial Statements contained in Sara Lees 2011 Annual Report to Stockholders and in Note 10, Pension and Other Postretirement Benefit Plans, to the Consolidated Financial Statements contained in Sara Lees Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011.
Sara Lee previously disclosed and continues to expect full year fiscal 2012 general corporate expenses (including amortization) to be $85-$95 million. Sara Lee expects that, after completion of the spin-off and on a stand-alone basis, MeatCos full year general corporate expenses (including amortization) will initially be approximately $65-75 million starting in fiscal year 2013 and it is expected that these costs will be reduced over time. Most of these costs are not included in the segment results of Sara Lees North American Retail and N.A. Foodservice and Specialty Meats business segments. In addition, most of these costs will not be offset by currently identified savings.
This report and other documents and statements of the corporation contain certain forward-looking statements, including with respect to expected indebtedness of MeatCo, general corporate expenses in fiscal years 2012 and 2013, the anticipated costs and benefits of restructuring, transformation and actions associated with the corporations Project Accelerate initiative, other matters related to the corporations spin-off plans, access to credit markets and the corporations credit ratings, the planned extinguishment of debt, the funding of pension plans, potential payments under guarantees and amounts due under future contractual obligations and commitments, projected capital expenditures, cash tax payments, pension settlement amounts and effective tax rates. In addition, from time to time, in oral statements and written reports, the corporation discusses its expectations regarding its future performance by making forward-looking statements preceded by terms such as expects, projects, anticipates or believes. These forward-looking statements are based on currently available competitive, financial and economic data, as well as managements views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. Consequently, the corporation wishes to caution readers not to place undue reliance on any forward-looking statements. Among the factors that could cause the corporations actual results to differ from such forward-looking statements are those described in the corporations Annual Report on Form 10-K for the fiscal year ended July 2, 2011, as well as factors relating to:
spin-off including a lower effective tax rate for the spun-off company; (v) the impact of the spin-off on the corporations relationships with its employees, major customers and vendors and on the corporations credit ratings and cost of funds; (vi) changes in market conditions; (vii) future opportunities that the board of directors of the corporation may determine present greater potential value to shareholders than the spin-off and special dividend; (viii) disruption to the corporations business operations as a result of the spin-off; (ix) future operating or capital needs that require a more significant outlay of cash than currently anticipated; and (x) the ability of the businesses to operate independently following the completion of the spin-off;
In addition, the corporations results may also be affected by general factors, such as economic conditions, political developments, interest and inflation rates, accounting standards, taxes and laws and regulations in markets where the corporation competes. The corporation undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
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.
Date: March 6, 2012