TIDMSRL 
 
 


Sara Lee Corp. (NYSE: SLE) announced today commencement of a cash tender offer for any and all of its 6 ¼% Notes due 2011 (the "6 ¼% Notes"), of which $1.11 billion aggregate principal amount is outstanding.

 


The tender offer is being made pursuant to an Offer to Purchase, dated August 30, 2010, which sets forth a complete description of the terms of the tender offer, and related Letter of Transmittal. Holders are urged to read the Offer to Purchase and related Letter of Transmittal carefully before making any decision with respect to the tender offer. Sara Lee reserves the right to terminate, withdraw or amend the tender offer at any time, as described in the Offer to Purchase.

 


The tender offer will expire at 5:00 p.m., New York City time, on September 7, 2010, unless extended or earlier terminated (the "Expiration Time"). To be eligible to receive the Total Consideration (defined below), holders of 6 ¼% Notes must validly tender and not validly withdraw their notes prior to the Expiration Time. Tendered notes may be withdrawn at any time at or prior to the Expiration Time, but may not thereafter be withdrawn.

 


The following table summarizes the material pricing terms of the tender offer:

 
Security            Principal            US TreasuryReference    Fixed 
(CUSIP No.)         AmountOutstanding    Security                Spread 
=------------------------------------------------------------------------- 
6 ¼% Notes due      $1,110,000,000       1% UST due              20 bps 
September                                August 31, 2011 
15, 2011(803111 
AK 9) 
=------------------------------------------------------------------------- 
 
 


The total consideration for each $1,000 in principal amount of the 6 ¼% Notes validly tendered in the tender offer at or prior to the Expiration Time and accepted for purchase (the "Total Consideration") will be determined in the manner described in the Offer to Purchase by reference to a fixed spread of 20 basis points or 0.20% over the bid-side yield to maturity of the 1% U.S. Treasury Notes due August 31, 2011, calculated as of 2:00 p.m., New York City time, on the date on which the tender offer expires. In addition, holders of 6 ¼% Notes validly tendered and accepted for purchase will receive accrued and unpaid interest on the notes from the last interest payment date for the notes to, but not including, the settlement date. The settlement date for the tender offer is expected to be promptly after the Expiration Time.

 


Holders of 6 ¼% Notes may ascertain the current yield to maturity of the US Treasury Reference Security specified in the table above and the indicative Total Consideration by contacting the dealer manager at the toll-free number set forth below. In addition, Sara Lee will issue a press release announcing the final Total Consideration promptly after 2:00 p.m., New York City time, on the date on which the tender offer expires.

 


The obligation of Sara Lee to accept for purchase and to pay the Total Consideration and the accrued and unpaid interest on the 6 ¼% Notes purchased pursuant to the tender offer is not subject to any minimum tender condition, but is subject to satisfaction or waiver of certain other conditions, including a financing condition, as more fully described in the Offer to Purchase. Sara Lee intends to use the net proceeds of that offering (plus cash on hand and/or the net proceeds of commercial paper issuances) to fund the purchase of the 6 ¼% Notes validly tendered and not validly withdrawn in the tender offer and accepted for payment by the Company.

 


Sara Lee has retained Morgan Stanley & Co. Incorporated to serve as the dealer manager for the tender offer and has retained D.F. King & Co., Inc. to serve as the depositary and information agent for the tender offer.

 


Requests for documents may be directed to D.F. King & Co., Inc. at (800) 714-3312 (toll free) or (212) 269-5550 (collect). Questions regarding the tender offer may be directed to Morgan Stanley & Co. Incorporated at toll-free at U.S. 800-624-1808 or collect at 212-761-5384.

 


This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders of 6 ¼% Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction. In any jurisdiction in which the securities or "blue sky" laws require offers to be made by a licensed broker or dealer, any offer will be deemed to be made on behalf of Sara Lee by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. None of Sara Lee, the dealer manager or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the tender offer.

 


About Sara Lee Corporation

 


Each and every day, Sara Lee (NYSE: SLE) delights millions of consumers and customers around the world. The company has one of the world's best-loved and leading portfolios with its innovative and trusted food and beverage brands, including Ball Park, Douwe Egberts, Hillshire Farm, Jimmy Dean, Sara Lee and Senseo. Collectively, our brands generate nearly $11 billion in annual net sales. Sara Lee has approximately 33,000 employees in its continuing operations worldwide.

 


Sara Lee CorporationMedia: Jon Harris, +1.630.598.8661Analysts: Aaron Hoffman, +1.630.598.8739

 
 
 
 


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