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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Super League Enterprise, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 8, 2014 |
Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-3344 The Hillshire Brands Company (Exact name of registrant a |
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| September 4, 2014 |
8-K 1 d784260d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Inc |
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| September 3, 2014 |
POS AM As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS 1 d780751ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. 033-35760 Registration No. 033-57615 Registration No. 033-60837 Registration No. 033-63715 Registration No. 033-63717 Registration No. 033-64383 Registration No. 333-17987 Registration No. 333-41427 Registration No. 333-71839 Registration No. 333-91345 Registration No. 333 |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
HSH / / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) The Hillshire Brands Company (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 432589109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Nu |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| September 2, 2014 |
S-8 POS As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| August 28, 2014 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 8, 2014, pursuant to the provisions of Rule 12d2-2 (a). |
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| August 28, 2014 |
EX-99.A.5.XXXIII Exhibit (a)(5)(xxxiii) Tyson Foods Successfully Completes Tender Offer for The Hillshire Brands Company for $63.00 per Share in Cash SPRINGDALE, Ark. and CHICAGO, Ill., August 28, 2014 – Tyson Foods, Inc. (NYSE: TSN) (“Tyson”) and The Hillshire Brands Company (NYSE: HSH) (“Hillshire Brands”) today announced the successful completion of Tyson’s tender offer (the “Offer”) to purchas |
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| August 28, 2014 |
EX-99.A.5.XXXII 3 d781034dex99a5xxxii.htm EX-99.A.5.XXXII Exhibit (a)(5)(xxxii) Case 1:14-cv-01474 Document 2-2 Filed 08/27/14 Page 1 of 19 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, STATE OF ILLINOIS, STATE OF IOWA, and STATE OF MISSOURI, Plaintiffs, v. TYSON FOODS, INC., and THE HILLSHIRE BRANDS COMPANY, Defendants. PROPOSED FINAL JUDGMENT WHEREAS, Plaint |
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| August 28, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - AMEND. NO. 10 Amend. No. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (Issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of |
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| August 28, 2014 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 43 |
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| August 28, 2014 |
Exhibit (a)(5)(xxxi) Case 1:14-cv-01474 Document 2-1 Filed 08/27/14 Page 1 of 16 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA UNITED STATES OF AMERICA, STATE OF ILLINOIS, STATE OF IOWA, and STATE OF MISSOURI, Plaintiffs, v. |
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| August 28, 2014 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 43 |
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| August 27, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (Issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Clas |
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| August 27, 2014 |
Tyson and Hillshire Brands Announce Expiration of the HSR Waiting Period Exhibit (a)(5)(xxx) Tyson and Hillshire Brands Announce Expiration of the HSR Waiting Period SPRINGDALE, Ark. |
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| August 27, 2014 |
Tyson and Hillshire Brands Reach Agreement with Department of Justice EX (a)(5)(xxix) Tyson and Hillshire Brands Reach Agreement with Department of Justice SPRINGDALE, Ark. |
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| August 27, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - SCHEDULE TO (AMENDMENT NO. 9) SCHEDULE TO (Amendment No. 9) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (offeror)) COMMON STOCK, PAR VALUE $0.01 PER |
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| August 26, 2014 |
Tyson and Hillshire Brands Announce Extension of Tender Offer for Shares of Hillshire Brands Exhibit (a)(5)(xxviii) Tyson and Hillshire Brands Announce Extension of Tender Offer for Shares of Hillshire Brands SPRINGDALE, Ark. |
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| August 26, 2014 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 43 |
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| August 26, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - AMENDMENT #7 TO SCHEDULE TO Amendment #7 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 22, 2014 |
Exhibit 24 POWER OF ATTORNEY The undersigned, a director of The Hillshire Brands (the “Company”), hereby constitutes and appoints Sean M. |
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| August 22, 2014 |
THE HILLSHIRE BRANDS COMPANY EXCISE TAX REIMBURSEMENT POLICY Exhibit 10.1 THE HILLSHIRE BRANDS COMPANY EXCISE TAX REIMBURSEMENT POLICY WHEREAS, the Board of Directors of The Hillshire Brands Company (the “Company”) has determined that certain employees of the Company may become entitled to payments or benefits in connection with an acquisition of the Company that could result in the imposition on such employees of an excise tax as a result of the applicatio |
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| August 22, 2014 |
EX-21 3 exh21subsidiarylist201410k.htm LIST OF SUBSIDIARIES The Hillshire Brands Company - Subsidiaries Exhibit 21 Following is a list of active subsidiaries of the registrant. Subsidiaries that are inactive or exist solely to protect business names but do not conduct business have been omitted. The omitted subsidiaries, considered in the aggregate, do not constitute a significant subsidiary. NAME |
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| August 22, 2014 |
Exhibit 12 THE HILLSHIRE BRANDS COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In millions except ratios) Fiscal Years Ended June 28, 2014 June 29, 2013 June 30, 2012 July 2, 2011 July 3, 2010 (1) (2) (3) (4) (5) Fixed charges: Interest expense - continuing operations (6) $ 48 $ 48 $ 77 $ 92 $ 120 Interest expense - discontinued operations (6) — — 31 34 28 Interest por |
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| August 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 28, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-03344 The Hillshire Brands Company (Exa |
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| August 22, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commissi |
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| August 20, 2014 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 43 |
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| August 20, 2014 |
Tyson and Hillshire Brands Announce Extension of Tender Offer for Shares of Hillshire Brands Exhibit (a)(5)(xxvii) Tyson and Hillshire Brands Announce Extension of Tender Offer for Shares of Hillshire Brands SPRINGDALE, Ark. |
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| August 20, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (Issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Clas |
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| August 13, 2014 |
Tyson and Hillshire Brands Announce Extension of Tender Offer for Shares of Hillshire Brands EX-99.(A)(5)(XXVI) 2 d773421dex99a5xxvi.htm EX-99.(A)(5)(XXVI) Exhibit (a)(5)(xxvi) Tyson and Hillshire Brands Announce Extension of Tender Offer for Shares of Hillshire Brands SPRINGDALE, Ark. and CHICAGO, Ill., August 12, 2014 – Tyson Foods, Inc. (NYSE: TSN) (“Tyson”) and The Hillshire Brands Company (NYSE: HSH) (“Hillshire Brands”) today announced that, on August 12, 2014, each received a reque |
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| August 13, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 13, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (Issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Clas |
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| August 13, 2014 |
HSH / SC 14D9/A - - AMENDMENT NO. 3 TO SCHEDULE 14D9/A SC 14D9/A 1 d774025dsc14d9a.htm AMENDMENT NO. 3 TO SCHEDULE 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON |
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| August 13, 2014 |
HILLSHIRE BRANDS DELIVERS STRONG FOURTH QUARTER GROWTH Full year sales and EPS above guidance range Exhibit 99 HILLSHIRE BRANDS DELIVERS STRONG FOURTH QUARTER GROWTH Full year sales and EPS above guidance range CHICAGO, IL (August 13, 2014) - The Hillshire Brands Company (NYSE: HSH) today reported results for the fourth quarter and full fiscal year 2014. |
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| August 8, 2014 |
EX-99.(A)(5)(XXII) Exhibit (a)(5)(xxii) |
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| August 8, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (Issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Clas |
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| August 8, 2014 |
Tyson Announces Pricing of $3.25 Billion Senior Notes Offerings Exhibit (a)(5)(xxiv) Tyson Announces Pricing of $3.25 Billion Senior Notes Offerings SPRINGDALE, Arkansas, August 5, 2014 – Tyson Foods, Inc. (NYSE: TSN) announced today that it has agreed to sell $1,000 million aggregate principal amount of its 2.650% senior notes due 2019 (the “2019 notes”), $1,250 million aggregate principal amount of its 3.950% senior notes due 2024 (the “2024 notes”), $500 mi |
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| August 8, 2014 |
Tyson Announces Proposed Public Offerings of Senior Notes Exhibit (a)(5)(xxiii) Tyson Announces Proposed Public Offerings of Senior Notes SPRINGDALE, Arkansas, August 5, 2014 – Tyson Foods, Inc. |
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| August 1, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (Issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Clas |
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| August 1, 2014 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 43 |
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| August 1, 2014 |
Exhibit (a)(5)(xx) Tyson Foods, Inc. Announces Pricing of Public Offerings of Class A Common Stock and Tangible Equity Units SPRINGDALE, Arkansas, July 30, 2014 – Tyson Foods, Inc. (NYSE: TSN) announced today that it has priced its concurrent public offerings of 23,810,000 shares of its Class A common stock at $37.80 per share and 30,000,000 of its 4.75% tangible equity units, with each tangible e |
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| July 29, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (Issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Clas |
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| July 29, 2014 |
Exhibit (a)(5)(xvii) Tyson Foods, Inc. Announces Proposed Public Offerings of Class A Common Stock and Tangible Equity Units SPRINGDALE, Arkansas, July 28, 2014 – Tyson Foods, Inc. (NYSE: TSN) announced today that it has commenced concurrent public offerings of 24,000,000 shares of its Class A common stock and 30,000,000 tangible equity units, with each tangible equity unit having a stated amount |
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| July 29, 2014 |
Tyson Foods, Inc. Investor Presentation EX-99.a.5.xvi Exhibit (a)(5)(xvi) Tyson Foods, Inc. Investor Presentation July 2014 Bringing Families Together CAUTIONARY INFORMATION Cautionary Statement Regarding Forward Looking Statements This presentation contains certain forward-looking statements, including with respect to certain plans and objectives of Tyson Foods and Hillshire Brands with respect to the proposed tender offer and related |
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| July 28, 2014 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 43 |
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| July 18, 2014 |
TSN / Tyson Foods, Inc. SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) THE HILLSHIRE BRANDS COMPANY (Name of Subject Company (Issuer)) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons (Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Secur |
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| July 16, 2014 |
Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 EX-99.B.3 Exhibit (b)(3) EXECUTION VERSION Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC JPMorgan Chase Bank, N.A. 383 Madison Avenue New York, New York 10179 June 17, 2014 Tyson Foods, Inc. 2200 W. Don Tyson Parkway Springdale, AR 72762 Attention: Susan White Vice President and Treasurer Project Hobbit $2,200,000,000 Senior Unsecured Term Lo |
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| July 16, 2014 |
EX-99.B.4 11 d752418dex99b4.htm EX-99.B.4 Exhibit (b)(4) 364-DAY BRIDGE TERM LOAN AGREEMENT dated as of July 15, 2014 among TYSON FOODS, INC., as Borrower The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC. AND J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners and JPMORGAN CHASE BANK, N.A., as Syndica |
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| July 16, 2014 |
Exhibit (b)(5) TERM LOAN AGREEMENT dated as of July 15, 2014 among TYSON FOODS, INC. |
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| July 16, 2014 |
EX-99.A.1.v Exhibit (a)(1)(v) Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Hillshire Brands Company at $63.00 Net Per Share Pursuant to the Offer to Purchase Dated July 16, 2014 by HMB Holdings, Inc. a wholly owned subsidiary of Tyson Foods, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF TUESDAY, AUGUST 12, 2014, UNLESS |
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| July 16, 2014 |
Tyson Foods Commences Tender Offer for The Hillshire Brands Company for $63.00 per Share in Cash EX-99.A.15 Exhibit (a)(15) This message is for all Hillshire Brands employees. Team, Moments ago Tyson Foods announced that it has commenced a cash tender offer for all outstanding shares of common stock of The Hillshire Brands Company (NYSE: HSH) at a price of $63.00 per share. The tender offer is being made pursuant to the previously announced merger agreement dated July 1, 2014 among the two co |
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| July 16, 2014 |
Tyson begins formal offer to buy shares of Hillshire Brands Exhibit (a)(5)(xii) Tyson begins formal offer to buy shares of Hillshire Brands We’re taking another important step toward completing our merger with The Hillshire Brands Company. |
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| July 16, 2014 |
EX-99.A.1.iii Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock of The Hillshire Brands Company Pursuant to the Offer to Purchase Dated July 16, 2014 of HMB Holdings, Inc. a wholly owned subsidiary of Tyson Foods, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF TUESDAY, AUGUST 12, 2014, UNLESS THE OFFER IS EXTENDED. |
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| July 16, 2014 |
Tyson Foods Commences Tender Offer for The Hillshire Brands Company for $63.00 per Share in Cash EX-99.A.5.xi Exhibit (a)(5)(xi) Tyson Foods Commences Tender Offer for The Hillshire Brands Company for $63.00 per Share in Cash SPRINGDALE, Ark., July 16, 2014 – Tyson Foods, Inc. (NYSE: TSN) today announced that it has commenced a cash tender offer for all outstanding shares of common stock of The Hillshire Brands Company (NYSE: HSH) at a price of $63.00 per share. The tender offer is being made |
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| July 16, 2014 |
EX-99.A.1.II 3 d752418dex99a1ii.htm EX-99.A.1.II Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of The Hillshire Brands Company Pursuant to the Offer to Purchase Dated July 16, 2014 of HMB Holdings, Inc. a wholly owned subsidiary of Tyson Foods, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF TUESDAY, AUGUST 12, 2014, UNLE |
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| July 16, 2014 |
EX-99.A.1.vi Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely pursuant to the Offer to Purchase dated July 16, 2014 and the related Letter of Transmittal and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on b |
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| July 16, 2014 |
SC 14D9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 432589109 (CUSIP Numbe |
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| July 16, 2014 |
TSN / Tyson Foods, Inc. SC TO-T - - SC TO-T SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) HMB HOLDINGS, INC. TYSON FOODS, INC. (Names of Filing Persons – Offeror) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 432589109 (C |
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| July 16, 2014 |
Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Hillshire Brands Company at $63. |
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| July 16, 2014 |
EX-99.A.1.iv Exhibit (a)(1)(iv) Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Hillshire Brands Company at $63.00 Net Per Share by HMB Holdings, Inc. a wholly owned subsidiary of Tyson Foods, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF TUESDAY, AUGUST 12, 2014, UNLESS THE OFFER IS EXTENDED. July 16, 2014 To Brokers, Dea |
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| July 14, 2014 |
TSN / Tyson Foods, Inc. SC TO-C - - SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) TYSON FOODS, INC. HMB HOLDINGS, INC. (Names of Filing Persons — Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 432589109 (Cusip Num |
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| July 14, 2014 |
NOTICE OF MERGER OF THE HILLSHIRE BRANDS COMPANY AND HMB HOLDINGS, INC. PURSUANT TO SECTION 3-106 AND SECTION 3-106.1 OF THE MARYLAND GENERAL CORPORATION LAW Dear Stockholder of The Hillshire Brands Company: As previously announced, on July 1, 2014, The Hillshire Brands Company, a Maryland corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tyson |
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| July 7, 2014 |
PF / Pinnacle Foods, Inc. / Hillshire Brands Co - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* PINNACLE FOODS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348P104 (CUSIP Number) The Hillshire Brands Company 400 South Jefferson Street Chicago, IL 60607 Attn: General Counsel (312) 614-7962 (Name, Address |
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| July 2, 2014 |
SC 14D9C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) THE HILLSHIRE BRANDS COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, $ 0.01 PAR VALUE (Title of Class of Securities) 432589109 (CUSIP Num |
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| July 2, 2014 |
2200 West Don Tyson Parkway - Springdale, Arkansas 72762 Donnie Smith President & Chief Executive Officer Greetings from the Tyson Foods family! On behalf of the 115,000 Tyson Foods Team Members, I would like to take this opportunity to introduce ourselves and personally tell you how much we look forward to what’s ahead for our companies and the people who make them the best at what they do. |
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| July 2, 2014 |
TSN / Tyson Foods, Inc. SC TO-C - - SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) TYSON FOODS, INC. HMB HOLDINGS, INC. (Names of Filing Persons — Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 432589109 (Cusip Num |
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| July 2, 2014 |
TSN / Tyson Foods, Inc. SC TO-C - - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2014 Tyson Foods, Inc. |
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| July 2, 2014 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among TYSON FOODS, INC., HMB HOLDINGS, INC., and THE HILLSHIRE BRANDS COMPANY Dated as of July 1, 2014 TABLE OF CONTENTS Page Article I THE OFFER Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Directors 5 Section 1.4 The Top-Up Option 6 Section 1.5 Short-Form Merger 7 Article II THE MERGER Section 2.1 The Merger 8 Section 2 |
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| July 2, 2014 |
Tyson Foods and Hillshire Brands Announce Definitive Merger Agreement Combination Creates Diverse Product and Brand Offerings for Consumers SPRINGDALE, Ark. |
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| July 2, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 2, 2014 |
EXECUTION COPY AGREEMENT AND PLAN OF MERGER among TYSON FOODS, INC., HMB HOLDINGS, INC., and THE HILLSHIRE BRANDS COMPANY Dated as of July 1, 2014 TABLE OF CONTENTS Page Article I THE OFFER Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Directors 5 Section 1.4 The Top-Up Option 6 Section 1.5 Short-Form Merger 7 Article II THE MERGER Section 2.1 The Merger 8 Section 2.2 Closing 8 |
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| July 2, 2014 |
EX-99.1 Exhibit 99.1 Tyson Foods and Hillshire Brands Announce Definitive Merger Agreement Combination Creates Diverse Product and Brand Offerings for Consumers SPRINGDALE, Ark. and CHICAGO, Ill., July 2, 2014 – Tyson Foods, Inc. (NYSE: TSN) and The Hillshire Brands Company (NYSE: HSH) today announced that they have entered into a definitive agreement under which Tyson Foods will acquire all outst |
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| July 2, 2014 |
internalmemo7214 Hillshire Brands Merger One Step Closer to Being Done This is a great day for Tyson Foods! This morning we announced that the company has entered into a definitive agreement with The Hillshire Brands Company to purchase all outstanding shares of Hillshire Brands for $63 per share. |
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| July 1, 2014 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO THE CREDIT AGREEMENT, dated as of June 27, 2014 (this “Amendment”), is entered into among TYSON FOODS, INC., a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors and |
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| July 1, 2014 |
HILLSHIRE BRANDS CONFIRMS RECEIPT OF TERMINATION NOTICE FROM PINNACLE FOODS EX-99.1 Exhibit 99.1 Contacts: Media: Investors: Mike Cummins Melissa Napier 1.312.614.8412 1.312.614.8739 HILLSHIRE BRANDS CONFIRMS RECEIPT OF TERMINATION NOTICE FROM PINNACLE FOODS CHICAGO – June 30, 2014 – The Hillshire Brands Company (NYSE: HSH) today confirmed that Pinnacle Foods Inc. (NYSE: PF) has exercised its right to terminate the previously announced merger agreement between the compani |
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| July 1, 2014 |
Update: Hillshire Brands Pinnacle Foods Inc. today announced that it has exercised its right to terminate its merger agreement with The Hillshire Brands Company. Below is a link to the Pinnacle news release as well the Tyson Foods’ statement about the announcement. Pinnacle News Release Pinnacle Foods Announces Termination of Merger Agreement with Hillshire Brands Tyson Foods Statement We have see |
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| July 1, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 1, 2014 |
TSN / Tyson Foods, Inc. SC TO-C - - SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) TYSON FOODS, INC. HMB HOLDINGS, INC. (Names of Filing Persons — Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 432589109 (Cusip Num |
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| July 1, 2014 |
TSN / Tyson Foods, Inc. SC TO-C - - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2014 Tyson Foods, Inc. |
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| June 19, 2014 |
HSH / / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Hillshire Brands Company (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 432589109 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut |
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| June 16, 2014 |
Tyson Foods Comments on Hillshire Brands Withdrawal of Board Recommendation for a Merger with Pinnacle Foods Springdale, Ark. |
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| June 16, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| June 16, 2014 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 16, 2014 |
HILLSHIRE BRANDS WITHDRAWS RECOMMENDATION OF PENDING MERGER WITH PINNACLE FOODS EX-99.1 Exhibit 99.1 Contacts: Media: Mike Cummins 1.312.614.8412 Investors: Melissa Napier 1.312.614.8739 HILLSHIRE BRANDS WITHDRAWS RECOMMENDATION OF PENDING MERGER WITH PINNACLE FOODS CHICAGO – June 16, 2014 – The Hillshire Brands Company (NYSE: HSH) today announced that its board of directors has unanimously determined to withdraw its recommendation of the pending acquisition of Pinnacle Foods |
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| June 16, 2014 |
HILLSHIRE BRANDS WITHDRAWS RECOMMENDATION OF PENDING MERGER WITH PINNACLE FOODS EX-99.1 Exhibit 99.1 Contacts: Media: Mike Cummins 1.312.614.8412 Investors: Melissa Napier 1.312.614.8739 HILLSHIRE BRANDS WITHDRAWS RECOMMENDATION OF PENDING MERGER WITH PINNACLE FOODS CHICAGO – June 16, 2014 – The Hillshire Brands Company (NYSE: HSH) today announced that its board of directors has unanimously determined to withdraw its recommendation of the pending acquisition of Pinnacle Foods |
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| June 16, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) TYSON FOODS, INC. HMB HOLDINGS, INC. (Names of Filing Persons — Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 432589109 (Cusip Num |
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| June 13, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 13, 2014 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 13, 2014 |
EX-99.1 Exhibit 99.1 Contacts: Media: Investors: Mike Cummins Melissa Napier 1.312.614.8412 1.312.614.8739 HILLSHIRE BRANDS CONFIRMS RECEIPT OF UNILATERAL OFFER FROM TYSON FOODS OFFERING $63.00 PER SHARE IN CASH CHICAGO – June 9, 2014 – The Hillshire Brands Company (NYSE: HSH) today confirmed that it has received a unilateral binding offer from Tyson Foods, Inc. (NYSE: TSN) to acquire all of the o |
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| June 13, 2014 |
EX-99.1 Exhibit 99.1 Contacts: Media: Investors: Mike Cummins Melissa Napier 1.312.614.8412 1.312.614.8739 HILLSHIRE BRANDS CONFIRMS RECEIPT OF UNILATERAL OFFER FROM TYSON FOODS OFFERING $63.00 PER SHARE IN CASH CHICAGO – June 9, 2014 – The Hillshire Brands Company (NYSE: HSH) today confirmed that it has received a unilateral binding offer from Tyson Foods, Inc. (NYSE: TSN) to acquire all of the o |
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| June 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2014 Tyson Foods, Inc. |
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| June 11, 2014 |
EXECUTION COPY AGREEMENT AND PLAN OF MERGER among TYSON FOODS, INC., HMB HOLDINGS, INC., and THE HILLSHIRE BRANDS COMPANY Dated as of [], 2014 TABLE OF CONTENTS Page Article I THE OFFER Section 1.1 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Directors 5 Section 1.4 The Top-Up Option 6 Section 1.5 Short-Form Merger 7 Article II THE MERGER Section 2.1 The Merger 8 Section 2.2 Closing 8 Sec |
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| June 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2014 Tyson Foods, Inc. |
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| June 10, 2014 |
EXECUTION VERSION Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC JPMorgan Chase Bank, N.A. 383 Madison Avenue New York, New York 10179 June 9, 2014 Tyson Foods, Inc. 2200 W. Don Tyson Parkway Springdale, AR 72762 Attention: Susan White Vice President and Treasurer Project Hobbit $8,200,000,000 364-Day Senior Unsecured Bridge Facility $1,000,00 |
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| June 9, 2014 |
Following Conclusion of Bidding Process, Tyson Foods Submits Unilaterally Binding Offer to Acquire Hillshire Brands for $8. |
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| June 9, 2014 |
SC TO-C 1 scheduleto.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 THE HILLSHIRE BRANDS COMPANY (Name of Subject Company) TYSON FOODS, INC. HMB HOLDINGS, INC. (Names of Filing Persons — Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of |
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| June 9, 2014 |
investorpresentation992a Tyson Foods Offer for Hillshire Brands June 9, 2014 2 MEETING PARTICIPANTS • Donnie Smith President & Chief Executive Officer • Dennis Leatherby Chief Financial Officer • Jon Kathol Vice President Investor Relations 3 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS Among the factors that may cause actual results and experiences to differ from anticipated results |
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| June 9, 2014 |
internalmemo993 The Hillshire Brands Company It’s our time! ? o? ? ? ?e ? ? ? ou? ? e? t? ? t ?e ? ? ?e su? mitte? ? ? i? ? i? ? o? ? er to ? ? ? uire ? ? ? outst? ? ? i? ? s? ? res o? ? ? e ? i? ? s? ire ? r? ? ? s ? om? ? ? ?? su? ? e? t to ? i? ? s? ire ? ei? ? re? e? se? ? rom its e?isti? ? ? ? reeme? t to ? ? ? uire ? i? ? ? ? ? e ? oo? s? ? i? ? s? ire ? ? ? e? ti? ? our o? ? er? ? ? ? ? i? |
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| June 9, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| June 9, 2014 |
transcript994 1-877-FACTSET www.callstreet.com Copyright © 2001-2014 FactSet CallStreet, LLC Corrected Transcript CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Among the factors that may cause actual results and experiences to differ from anticipated results and expectations in forward-looking statements are the following: the risk that the recently announced binding offer to acquire T |
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| June 3, 2014 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 3, 2014 |
ROYAL BANK OF CANADA 200 Vesey Street New York, NY 10281 EX-10.2 Exhibit 10.2 EXECUTION VERSION ROYAL BANK OF CANADA 200 Vesey Street New York, NY 10281 CONFIDENTIAL May 28, 2014 Goldman Sachs Bank USA Goldman Sachs Lending Partners LLC 200 West Street New York, New York 10282-2198 The Hillshire Brands Company 400 South Jefferson Street Chicago, Illinois 60607 Joinder Letter – Project Paladin Commitment Letter Ladies and Gentlemen: Reference is made to |
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| June 3, 2014 |
HILLSHIRE BRANDS BOARD AUTHORIZES DISCUSSIONS WITH PILGRIM’S PRIDE AND TYSON FOODS EX-99.1 Exhibit 99.1 Contacts: Media: Mike Cummins 1.312.614.8412 Investors: Melissa Napier 1.312.614.8739 HILLSHIRE BRANDS BOARD AUTHORIZES DISCUSSIONS WITH PILGRIM’S PRIDE AND TYSON FOODS CHICAGO, IL – June 3, 2014 – The Hillshire Brands Company (NYSE: HSH) today announced that its Board of Directors, after consultation with its independent legal and financial advisors, has made the requisite de |
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| June 3, 2014 |
JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 EX-10.1 Exhibit 10.1 EXECUTION VERSION JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 CONFIDENTIAL May 28, 2014 Goldman Sachs Bank USA Goldman Sachs Lending Partners LLC 200 West Street New York, New York 10282-2198 The Hillshire Brands Company 400 South Jefferson Street Chicago, Illinois 60607 Joinder Letter – Proje |
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| June 3, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 3, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 3, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| June 3, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| June 3, 2014 |
HILLSHIRE BRANDS BOARD AUTHORIZES DISCUSSIONS WITH PILGRIM’S PRIDE AND TYSON FOODS EX-99.1 Exhibit 99.1 Contacts: Media: Mike Cummins 1.312.614.8412 Investors: Melissa Napier 1.312.614.8739 HILLSHIRE BRANDS BOARD AUTHORIZES DISCUSSIONS WITH PILGRIM’S PRIDE AND TYSON FOODS CHICAGO, IL – June 3, 2014 – The Hillshire Brands Company (NYSE: HSH) today announced that its Board of Directors, after consultation with its independent legal and financial advisors, has made the requisite de |
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| June 3, 2014 |
ROYAL BANK OF CANADA 200 Vesey Street New York, NY 10281 EX-10.2 Exhibit 10.2 EXECUTION VERSION ROYAL BANK OF CANADA 200 Vesey Street New York, NY 10281 CONFIDENTIAL May 28, 2014 Goldman Sachs Bank USA Goldman Sachs Lending Partners LLC 200 West Street New York, New York 10282-2198 The Hillshire Brands Company 400 South Jefferson Street Chicago, Illinois 60607 Joinder Letter – Project Paladin Commitment Letter Ladies and Gentlemen: Reference is made to |
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| June 3, 2014 |
JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 EX-10.1 Exhibit 10.1 EXECUTION VERSION JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, NY 10179 CONFIDENTIAL May 28, 2014 Goldman Sachs Bank USA Goldman Sachs Lending Partners LLC 200 West Street New York, New York 10282-2198 The Hillshire Brands Company 400 South Jefferson Street Chicago, Illinois 60607 Joinder Letter – Proje |
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| May 29, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 29, 2014 |
HILLSHIRE BRANDS RESPONDS TO UNSOLICITED PROPOSAL FROM TYSON FOODS EX-99.1 Exhibit 99.1 Contacts: Media: Investors: Mike Cummins Melissa Napier 1.312.614.8412 1.312.614.8739 HILLSHIRE BRANDS RESPONDS TO UNSOLICITED PROPOSAL FROM TYSON FOODS CHICAGO, IL – May 29, 2014 – The Hillshire Brands Company (NYSE: HSH) today issued the following statement in response to the unsolicited proposal by Tyson Foods, Inc. (NYSE:TSN) to acquire Hillshire Brands for $50.00 per shar |
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| May 29, 2014 |
425 1 d734891d425.htm 425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No.: 1-3344 Subject Company: Pinnacle Foods Inc. Commission File No.: 1-35844 This message is for all Hillshire Brands employees. Team, This morning, we issued |
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| May 29, 2014 |
HILLSHIRE BRANDS RESPONDS TO UNSOLICITED PROPOSAL FROM TYSON FOODS EX-99.1 Exhibit 99.1 Contacts: Media: Investors: Mike Cummins Melissa Napier 1.312.614.8412 1.312.614.8739 HILLSHIRE BRANDS RESPONDS TO UNSOLICITED PROPOSAL FROM TYSON FOODS CHICAGO, IL – May 29, 2014 – The Hillshire Brands Company (NYSE: HSH) today issued the following statement in response to the unsolicited proposal by Tyson Foods, Inc. (NYSE:TSN) to acquire Hillshire Brands for $50.00 per shar |
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| May 29, 2014 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 28, 2014 |
HILLSHIRE BRANDS RESPONDS TO UNSOLICITED PROPOSAL FROM PILGRIM’S PRIDE EX-99.1 Exhibit 99.1 Contacts: Media: Investors: Mike Cummins 1.312.614.8412 Melissa Napier 1.312.614.8739 HILLSHIRE BRANDS RESPONDS TO UNSOLICITED PROPOSAL FROM PILGRIM’S PRIDE CHICAGO, IL – May 27, 2014 – The Hillshire Brands Company (NYSE: HSH) today issued the following statement in response to the unsolicited proposal by Pilgrim’s Pride Corporation (NASDAQ:PPC) to acquire Hillshire Brands for |
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| May 28, 2014 |
HILLSHIRE BRANDS RESPONDS TO UNSOLICITED PROPOSAL FROM PILGRIM’S PRIDE EX-99.1 Exhibit 99.1 Contacts: Media: Investors: Mike Cummins 1.312.614.8412 Melissa Napier 1.312.614.8739 HILLSHIRE BRANDS RESPONDS TO UNSOLICITED PROPOSAL FROM PILGRIM’S PRIDE CHICAGO, IL – May 27, 2014 – The Hillshire Brands Company (NYSE: HSH) today issued the following statement in response to the unsolicited proposal by Pilgrim’s Pride Corporation (NASDAQ:PPC) to acquire Hillshire Brands for |
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| May 28, 2014 |
CORRESP The Hillshire Brands Company 400 South Jefferson Street Chicago, IL 60607 (312) 614-6000 May 28, 2014 Securities and Exchange Commission 100 F Street, N. |
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| May 28, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 28, 2014 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 27, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| May 22, 2014 |
PF / Pinnacle Foods, Inc. / Hillshire Brands Co - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PINNACLE FOODS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 72348P104 (CUSIP Number) The Hillshire Brands Company 400 South Jefferson Street Chicago, IL 60607 Attn: General Counsel (312) 614-7962 (Name, Address and Teleph |
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| May 14, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| May 14, 2014 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of The Hillshire Brands Company, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of |
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| May 14, 2014 |
HSH / / CITADEL ADVISORS LLC - SCHEDULE 13G Passive Investment SC 13G 1 v378681sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* The Hillshire Brands Company (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 432589109 (CUSIP Number) May |
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| May 13, 2014 |
EX-99.1 Goldman Sachs Global Staples Summit May 13, 2014 Exhibit 99.1 2 This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of Hillshire Brands and the combined businesses of Pinnacle and Hillshire Brands and certain plans and objectives of Hillshire Brands with respect thereto, including the expected benefits of |
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| May 13, 2014 |
EX-99.1 Goldman Sachs Global Staples Summit May 13, 2014 Exhibit 99.1 2 This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of Hillshire Brands and the combined businesses of Pinnacle and Hillshire Brands and certain plans and objectives of Hillshire Brands with respect thereto, including the expected benefits of |
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| May 13, 2014 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 13, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 12, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among THE HILLSHIRE BRANDS COMPANY, HELIX MERGER SUB CORPORATION, HELIX MERGER SUB LLC, and PINNACLE FOODS INC. Dated as of May 12, 2014 TABLE OF CONTENTS Page Article I THE MERGERS Section 1.1 The Mergers 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation a |
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| May 12, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 12, 2014 |
EX-10.4 Exhibit 10.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2014 (and effective as set forth in Section 23 of this Agreement), is made and entered into by and among The Hillshire Brands Company, a Maryland corporation (the “Company”), and Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., Bl |
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| May 12, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| May 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 12, 2014 |
EX-10.4 Exhibit 10.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2014 (and effective as set forth in Section 23 of this Agreement), is made and entered into by and among The Hillshire Brands Company, a Maryland corporation (the “Company”), and Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., Bl |
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| May 12, 2014 |
EX-10.2 Exhibit 10.2 EXECUTION COPY VOTING AGREEMENT This VOTING AGREEMENT, dated as of May 12, 2014 (this “Agreement”), is made and entered into by and among The Hillshire Brands Company, a Maryland corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Pinnacle Foods Inc., a Delaware corporation (the “Company”). Parent and each o |
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| May 12, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| May 12, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| May 12, 2014 |
EX-99.2 Acquisition of Pinnacle Foods May 12, 2014 Exhibit 99.2 2 This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of Hillshire Brands and the combined businesses of Pinnacle and Hillshire Brands and certain plans and objectives of Hillshire Brands with respect thereto, including the expected benefits of the p |
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| May 12, 2014 |
EX-10.3 Exhibit 10.3 EXECUTION COPY STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 12, 2014 (and effective as set forth in Section 4.1 of this Agreement), is made and entered into by and among THE HILLSHIRE BRANDS COMPANY, a Maryland corporation (“Parent”), and the undersigned stockholders of PINNACLE FOODS INC., a Delaware corporation (the “Company”). Paren |
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| May 12, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 12, 2014 |
EX-10.3 Exhibit 10.3 EXECUTION COPY STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 12, 2014 (and effective as set forth in Section 4.1 of this Agreement), is made and entered into by and among THE HILLSHIRE BRANDS COMPANY, a Maryland corporation (“Parent”), and the undersigned stockholders of PINNACLE FOODS INC., a Delaware corporation (the “Company”). Paren |
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| May 12, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| May 12, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: The Hillshire Brands Company Commission File No. |
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| May 12, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among THE HILLSHIRE BRANDS COMPANY, HELIX MERGER SUB CORPORATION, HELIX MERGER SUB LLC, and PINNACLE FOODS INC. Dated as of May 12, 2014 TABLE OF CONTENTS Page Article I THE MERGERS Section 1.1 The Mergers 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation a |
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| May 12, 2014 |
EX-10.1 Exhibit 10.1 GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282-2198 May 12, 2014 The Hillshire Brands Company 400 South Jefferson Street Chicago, Illinois 60607 Attention: Kent Magill Telephone No: 312-614-7962 Project Paladin $4,800 million Senior Secured Term Loan Facility $500 million Senior Secured Revolving Facility Commitment Letter La |
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| May 12, 2014 |
EX-99.1 Exhibit 99.1 HILLSHIRE BRANDS TO ACQUIRE PINNACLE FOODS FOR $6.6 BILLION Unites Two Highly Complementary Companies with Iconic Brands Expected to be Immediately Accretive to EPS and Provide Annual Synergies of $140 Million CHICAGO, IL and PARSIPPANY, NJ – May 12, 2014 – The Hillshire Brands Company (NYSE: HSH) and Pinnacle Foods Inc. (NYSE: PF) today announced that they have entered into a |
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| May 12, 2014 |
EX-99.2 Acquisition of Pinnacle Foods May 12, 2014 Exhibit 99.2 2 This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and business of Hillshire Brands and the combined businesses of Pinnacle and Hillshire Brands and certain plans and objectives of Hillshire Brands with respect thereto, including the expected benefits of the p |
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| May 12, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 12, 2014 |
EX-10.1 Exhibit 10.1 GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, New York 10282-2198 May 12, 2014 The Hillshire Brands Company 400 South Jefferson Street Chicago, Illinois 60607 Attention: Kent Magill Telephone No: 312-614-7962 Project Paladin $4,800 million Senior Secured Term Loan Facility $500 million Senior Secured Revolving Facility Commitment Letter La |
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| May 12, 2014 |
EX-10.2 Exhibit 10.2 EXECUTION COPY VOTING AGREEMENT This VOTING AGREEMENT, dated as of May 12, 2014 (this “Agreement”), is made and entered into by and among The Hillshire Brands Company, a Maryland corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Pinnacle Foods Inc., a Delaware corporation (the “Company”). Parent and each o |
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| May 12, 2014 |
EX-99.1 Exhibit 99.1 HILLSHIRE BRANDS TO ACQUIRE PINNACLE FOODS FOR $6.6 BILLION Unites Two Highly Complementary Companies with Iconic Brands Expected to be Immediately Accretive to EPS and Provide Annual Synergies of $140 Million CHICAGO, IL and PARSIPPANY, NJ – May 12, 2014 – The Hillshire Brands Company (NYSE: HSH) and Pinnacle Foods Inc. (NYSE: PF) today announced that they have entered into a |
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| May 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3344 The Hillshire Brands Company (Exact name of registrant as |
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| May 6, 2014 |
Exhibit 99 HILLSHIRE BRANDS CONTINUES STRONG MOMENTUM IN THIRD QUARTER Raises Sales Guidance, Expects EPS at High End of Range CHICAGO, IL (May 6, 2014) - The Hillshire Brands Company (NYSE: HSH) today reported results for the third quarter and first nine months of fiscal year 2014. |
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| May 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 21, 2014 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 21, 2014 |
EX-99 Exhibit 99 HILLSHIRE BRANDS TO ACQUIRE VAN’S NATURAL FOODS FROM CATTERTON PARTNERS Transaction reinforces and strengthens Hillshire Brands’ presence in frozen category; facilitates extension into additional categories CHICAGO and GREENWICH, CT, April 21, 2014 – The Hillshire Brands Company (NYSE: HSH) and Catterton Partners, the leading consumer-focused private equity firm, today announced that Hillshire Brands has signed a definitive agreement to acquire Catterton portfolio company Van’s Natural Foods. |
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| April 4, 2014 |
Costs Associated with Exit or Disposal Activities - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 3, 2014 |
EX-16 Exhibit 16 March 3, 2014 Securities and Exchange Commission 100 F Street, N. |
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| March 3, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commis |
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| February 21, 2014 |
CORRESP The Hillshire Brands Company 400 South Jefferson Street Chicago, IL 60607 (312) 614-6000 February 21, 2014 Securities and Exchange Commission 100 F Street, N. |
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| February 19, 2014 |
EX-99 C A G N Y 2 0 1 4 Exhibit 99 Forward Looking Statements This presentation contains forward-looking statements regarding HSH’s business prospects and future financial results and metrics. |
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| February 19, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commis |
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| February 19, 2014 |
EX-3.(B) Exhibit 3(b) THE HILLSHIRE BRANDS COMPANY BYLAWS AS AMENDED AND RESTATED FEBRUARY 15, 2014 TABLE OF CONTENTS Page ARTICLE I — Meetings of Stockholders 1 Section 1 — Annual Meeting 1 Section 2 — Special Meetings 1 Section 3 — Place of Meetings 2 Section 4 — Notice of Meeting 2 Section 5 — Record Date 3 Section 6 — Quorum 3 Section 7 — Organization of Meeting 3 Section 8 — Voting 4 Section |
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| February 19, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commis |
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| February 11, 2014 |
HSH / / VANGUARD GROUP INC Passive Investment hillshire.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Hillshire Brands Co Title of Class of Securities: Common Stock CUSIP Number: 432589109 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to des |
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| January 30, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2014 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 30, 2014 |
HILLSHIRE BRANDS REPORTS STRONG SECOND QUARTER; EXPECTS EPS TO BE NEAR HIGH END OF PREVIOUS RANGE Exhibit 99 HILLSHIRE BRANDS REPORTS STRONG SECOND QUARTER; EXPECTS EPS TO BE NEAR HIGH END OF PREVIOUS RANGE CHICAGO, IL (January 30, 2014) - The Hillshire Brands Company (NYSE: HSH) today reported results for the second quarter and first six months of fiscal year 2014. |
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| January 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 28, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3344 The Hillshire Brands Company (Exact name of registrant |
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| October 31, 2013 |
FORM OF AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT Amendment to Performance-Based Restricted Stock Unit Grant Notice And Agreement June 26, 2013 Page 1 of 1 Exhibit 10. |
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| October 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 31, 2013 |
THE HILLSHIRE BRANDS COMPANY ANNUAL INCENTIVE PLAN FOR FISCAL YEAR 2014 Exhibit 10.7 THE HILLSHIRE BRANDS COMPANY ANNUAL INCENTIVE PLAN FOR FISCAL YEAR 2014 The Hillshire Brands Company Annual Incentive Plan for Fiscal Year 2014 (the “FY14 AIP”) contains certain capitalized terms which have special meaning under the FY14 AIP. Such terms are defined when they first appear in the FY14 AIP or in Attachment 1. Purpose The objective of the FY14 AIP is to advance the intere |
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| October 31, 2013 |
HILLSHIRE BRANDS REPORTS SOLID START TO FISCAL 2014 Exhibit 99 HILLSHIRE BRANDS REPORTS SOLID START TO FISCAL 2014 CHICAGO, IL (October 31, 2013) - The Hillshire Brands Company (NYSE: HSH) today reported results for its first quarter of fiscal year 2014. |
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| October 31, 2013 |
FORM OF AMENDMENT TO RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT Exhibit 10.3 FORM OF AMENDMENT TO RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT WHEREAS, pursuant to the terms of each Restricted Stock Unit Grant Notice and Agreement between The Hillshire Brands Company (the “Company”) and each Participant outstanding as of August 22, 2013 under the Company’s 1998 Long-Term Incentive Stock Plan or 2012 Long-Term Incentive Stock Plan (each, an “Agreement”), th |
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| October 31, 2013 |
Exhibit 10.6 THE HILLSHIRE BRANDS COMPANY 2012 LONG-TERM INCENTIVE STOCK PLAN FORM OF RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT [INSERT PARTICIPANT NAME] This Restricted Stock Unit (RSU) Grant Notice and Agreement (this ?Agreement?), made as of August 30, 2013 (the ?Award Date?), by and between The Hillshire Brands Company, a Maryland corporation (the ?Company?), and you is evidence of an a |
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| October 31, 2013 |
Exhibit 10.5 THE HILLSHIRE BRANDS COMPANY 2012 LONG-TERM INCENTIVE STOCK PLAN FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT [INSERT PARTICIPANT NAME] This Performance-Based Restricted Stock Unit Grant Notice and Agreement (this “Agreement”), made as of August 30, 2013 (the “Award Date”), by and between The Hillshire Brands Company, a Maryland corporation (the “Company” |
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| October 31, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3344 The Hillshire Brands Company (Exact name of registrant |
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| October 31, 2013 |
Exhibit 10.1 THE HILLSHIRE BRANDS COMPANY SEVERANCE PLANS FOR CORPORATE OFFICERS (As restated effective as of June 26, 2013) INTRODUCTION This document sets forth the severance plans of The Hillshire Brands Company (the ?Corporation?) governing: (a) payments and benefits to be provided in the event of the involuntary termination of employment with the Corporation of an officer of the Corporation ( |
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| October 31, 2013 |
FORM OF AMENDMENT TO STOCK OPTION GRANT NOTICE AND AGREEMENT Exhibit 10.4 FORM OF AMENDMENT TO STOCK OPTION GRANT NOTICE AND AGREEMENT WHEREAS, pursuant to the terms of each Stock Option Grant Notice and Agreement between The Hillshire Brands Company (the ?Company?) and each Participant outstanding as of June 26, 2013 under the Company?s 1998 Long-Term Incentive Stock Plan or 2012 Long-Term Incentive Stock Plan (each, an ?Agreement?), the Compensation and E |
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| October 29, 2013 |
Submission of Matters to a Vote of Security Holders - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2013 The Hillshire Brands Company (Exact name of registrant as specified in its charter) Maryland 1-3344 36-2089049 (State or other jurisdiction of incorporation) (Com |
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| September 12, 2013 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| September 12, 2013 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 3, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (C |
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| September 3, 2013 |
Barclays Back to School Conference EX-99 Barclays Back to School Conference September 3, 2013 Sean Connolly, President & CEO Maria Henry, EVP & CFO Exhibit 99 Forward-Looking Statements We caution you that our remarks this morning contain forward-looking statements about HSH’s future operations, financial performance, business conditions and our outlook for FY14 and future fiscal years. |
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| August 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 23, 2013 |
EXHIBIT 12 THE HILLSHIRE BRANDS COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In millions except ratios) Fiscal Years Ended June 29, 2013 June 30, 2012 July 2, 2011 July 3, 2010 June 27, 2009 (1) (2) (3) (4) (5) Fixed charges: Interest expense - continuing operations (6) $ 48 $ 77 $ 92 $ 120 $ 137 Interest expense - discontinued operations (6) — 31 34 28 33 Interest p |
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| August 23, 2013 |
Financial Contents 6 Financial Summary 7 Financial Review 31 Consolidated statements of income 32 Consolidated statements of comprehensive income 33 Consolidated balance sheets 34 Consolidated statements of equity 35 Consolidated statements of cash flows 36 Notes to financial statements 65 Report of independent registered public accounting firm 66 Management's report 67 Performance graph 68 Direct |
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| August 23, 2013 |
The Hillshire Brands Company - Subsidiaries Exhibit 21 Following is a list of active subsidiaries of the registrant. |
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| August 23, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 29, 2013 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-03344 The Hillshire Brands Company (Exa |
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| August 8, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 8, 2013 |
Exhibit 99 HILLSHIRE BRANDS REPORTS FULL YEAR EARNINGS ABOVE GUIDANCE RANGE; RAISES DIVIDEND AND ANNOUNCES PLANS TO REPURCHASE SHARES CHICAGO, IL (August 8, 2013) - The Hillshire Brands Company (NYSE: HSH) today reported earnings for the fourth quarter and full fiscal year 2013. |
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| May 14, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 14, 2013 |
EX-99 Goldman Sachs Consumer Products Symposium May 14, 2013 Exhibit 99 2 This presentation contains forward-looking statements regarding HSH’s business prospects and future financial results and metrics. |
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| May 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 2, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.2054 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.2054 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3344 The Hillshire Brands Company (Exact name of registrant as sp |
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| May 2, 2013 |
Exhibit 99 HILLSHIRE BRANDS REPORTS THIRD QUARTER RESULTS; EXPECTS FULL YEAR EPS TO BE AT HIGH END OF GUIDANCE RANGE CHICAGO, IL (May 2, 2013) - The Hillshire Brands Company (NYSE: HSH) today reported earnings for the third quarter and first nine months of fiscal 2013. |
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| February 20, 2013 |
Exhibit 99 CAGNY 2013 Exhibit 99 Forward Looking Statements This presentation contains forward-looking statements regarding HSH’s business prospects and future financial results and metrics. |
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| February 20, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (C |
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| February 4, 2013 |
THE HILLSHIRE BRANDS COMPANY COMPLETES SALE OF AUSTRALIAN BAKERY BUSINESS TO MCCAIN FOODS EX-99 Exhibit 99 News Release Date: FOR IMMEDIATE RELEASE Contact: Media: Mike Cummins, +1. |
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| February 4, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Co |
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| January 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Co |
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| January 31, 2013 |
THE HILLSHIRE BRANDS COMPANY ARTICLES SUPPLEMENTARY Exhibit 3.1 THE HILLSHIRE BRANDS COMPANY ARTICLES SUPPLEMENTARY The Hillshire Brands Company, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation that: FIRST: Under a power contained in Article SIXTH of the charter of the Corporation (the “Charter”), the Board of Directors, by duly adopted resolutions, reclassified and designated all 6,0 |
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| January 31, 2013 |
Exhibit 10.1 Exhibit 10.1 The Hillshire Brands Company Compensation Policy for Non-Employee Directors [Amended and Restated on January 23, 2013] 1. Purpose. The purpose of The Hillshire Brands Company Compensation Policy for Non-Employee Directors (the “Policy”) is to establish the compensation for Non-Employee Directors, as defined herein, in a manner that aligns their interests with those of the |
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| January 31, 2013 |
THE HILLSHIRE BRANDS COMPANY ARTICLES OF RESTATEMENT Exhibit 3.2 THE HILLSHIRE BRANDS COMPANY ARTICLES OF RESTATEMENT THIS IS TO CERTIFY THAT: 1. The Hillshire Brands Company, a Maryland corporation (the “Corporation”), desires to restate its charter as currently in effect. 2. The following provisions are all the provisions of the charter currently in effect: FIRST: INCORPORATORS: That we, the subscribers, Reuben Oppenheimer, whose post office addre |
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| January 31, 2013 |
Effective Time Completion Accounts Exhibit 2.1 Share Sale Deed Sara Lee Group (Australia) Pty Ltd Saramar, L.L.C. The Hillshire Brands Company McCain Foods (Aust) Pty Ltd McCain UK H2 Limited Baker & McKenzie ABN 32 266 778 912 AMP Centre Level 27 50 Bridge Street Sydney NSW 2000 Australia P.O. Box R126 Royal Exchange NSW 1223 Australia Tel: +61 2 9225 0200 Fax: +61 2 9225 1595 DX: 218 SYDNEY www.bakermckenzie.com 29 January 2013 E |
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| January 31, 2013 |
HILLSHIRE BRANDS DELIVERS STRONG SECOND QUARTER FULL YEAR EPS GUIDANCE RAISED TO $1.60-$1.70 Press Release dated January 31, 2013 Exhibit 99 CONTACT: Media: Analysts: Jon Harris Melissa Napier 1. |
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| January 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2013 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Co |
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| January 31, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 29, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3344 The Hillshire Brands Company (Exact na |
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| January 31, 2013 |
Financial Schedules Exhibit 99 Hillshire Brands Consolidated Statements of Income For the Quarters and Full Year ended June 30, 2012 and Quarter ended September 29, 2012 (in millions, except per share data—unaudited) Fiscal 2012 Fiscal 2013 First Second Third Fourth Full First Quarter (3) Quarter (3) Quarter (3) Quarter Year Quarter Continuing operations Net sales $ 987 $ 1,053 $ 935 $ 983 $ 3,958 |
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| December 19, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2012 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (C |
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| December 19, 2012 |
Press Release Exhibit 99 The Hillshire Brands Company 400 South Jefferson Chicago, IL 60607 News Release Date: FOR IMMEDIATE RELEASE U. |
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| November 2, 2012 |
Form S-8 As filed with the Securities and Exchange Commission on November 2, 2012 Registration No. |
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| November 1, 2012 |
Restricted Stock Unit Grant Notice and Agreement Exhibit 10.4 THE HILLSHIRE BRANDS COMPANY 1998 LONG-TERM INCENTIVE STOCK PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT [INSERT PARTICIPANT NAME] This Restricted Stock Unit (RSU) Grant Notice and Agreement (the “Agreement”), made as of August 10, 2012 (“Award Date”), by The Hillshire Brands Company, a Maryland corporation (“Company”), to you |
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| November 1, 2012 |
Exhibit 10.2 THE HILLSHIRE BRANDS COMPANY 1998 LONG-TERM INCENTIVE STOCK PLAN STOCK OPTION GRANT NOTICE AND AGREEMENT [INSERT PARTICIPANT NAME] The Hillshire Brands Company (the ?Company?) is pleased to confirm that you have been granted a stock option (an ?Option?), effective as of August 10, 2012 (the ?Grant Date?), as provided in this Stock Option Grant Notice and Agreement (the ?Agreement?): 1 |
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| November 1, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2012 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Co |
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| November 1, 2012 |
Financial Schedules Exhibit 99 Hillshire Brands Consolidated Statements of Income For the Quarters and Full Year ended June 30, 2012 (in millions, except per share data—unaudited) Fiscal 2012 First Second Third Fourth Full Quarter (3) Quarter (3) Quarter (3) Quarter Year Continuing operations Net sales $ 1,025 $ 1,088 $ 965 $ 1,016 $ 4,094 Cost of sales 740 782 699 740 2,961 Selling, general and a |
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| November 1, 2012 |
Exhibit 10.3 THE HILLSHIRE BRANDS COMPANY 2002 LONG-TERM INCENTIVE STOCK PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT [INSERT PARTICIPANT NAME] This Performance-Based Restricted Stock Unit Grant Notice and Agreement (the “Agreement”), made as of August 10, 2012 (“Award Date”), by The Hillshire Brands Company, a Maryland corporation (“Company”), to you is evidence of an a |
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| November 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2012 The Hillshire Brands Company (Exact name of registrant as specified in charter) Maryland 1-3344 36-2089049 (State or Other Jurisdiction of Incorporation) (Co |
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| November 1, 2012 |
HILLSHIRE BRANDS POSTS STRONG RESULTS TO START FISCAL YEAR 2013 Press Release Exhibit 99 CONTACT: Media: Jon Harris 1.630.598.8661 Analysts: Melissa Napier 630.598.8739 HILLSHIRE BRANDS POSTS STRONG RESULTS TO START FISCAL YEAR 2013 DOWNERS GROVE, IL (Nov. 1, 2012) – The Hillshire Brands Company (NYSE: HSH) today reported earnings for its first quarter of fiscal year 2013. First Quarter Highlights (continuing operations) • Adjusted1 diluted EPS increased by $0 |
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| November 1, 2012 |
EX-10.1 2 d416233dex101.htm LONG-TERM INCENTIVE STOCK PROGRAM Exhibit 10.1 THE HILLSHIRE BRANDS COMPANY FY12-14(a) LONG-TERM INCENTIVE STOCK AWARD PROGRAM FREQUENTLY ASKED QUESTIONS Highlights This document highlights in Question-and-Answer format the key features of the awards granted in the 2013 fiscal year with respect to The Hillshire Brands Company’s (“Hillshire” or the “Company”) 2012 fiscal |
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| November 1, 2012 |
THE HILLSHIRE BRANDS COMPANY ANNUAL INCENTIVE PLAN FISCAL YEAR 2013 (FY13) Exhibit 10.5 THE HILLSHIRE BRANDS COMPANY ANNUAL INCENTIVE PLAN FISCAL YEAR 2013 (FY13) Capitalized terms used but not defined are defined in Attachment 1. Purpose The objective of The Hillshire Brands Company Annual Incentive Plan for Fiscal Year 2013 (the “FY13 AIP”) is to advance the interests of The Hillshire Brands Company (“Hillshire Brands” or the “Company”) by: a) Rewarding financial perfo |
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| October 30, 2012 |
EX-3.(b) THE HILLSHIRE BRANDS COMPANY BYLAWS, AS AMENDED AND RESTATED OCTOBER 25, 2012 TABLE OF CONTENTS Page ARTICLE I — Meetings of Stockholders 1 Section 1 — Annual Meeting 1 Section 2 — Special Meetings 1 Section 3 — Place of Meetings 2 Section 4 — Notice of Meeting 2 Section 5 — Record Date 3 Section 6 — Quorum 3 Section 7 — Organization of Meeting 3 Section 8 — Voting 3 Section 9— Control Sh |
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| October 30, 2012 |
The Hillshire Brands Company (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| October 10, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 14, 2012 |
Exhibit 21 The Hillshire Brands Company - Subsidiaries Following is a list of active subsidiaries of the registrant. |
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| September 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-03344 The Hillshire B |
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| September 14, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 14, 2012 |
Portions of Hillshire Brands' 2012 Annual Report to Stockholders Financial Contents 18 Financial summary 19 Financial review 45 Consolidated statements of income 46 Consolidated balance sheets 48 Consolidated statements of equity 49 Consolidated statements of cash flows 50 Notes to financial statements 87 Report of independent registered public accounting firm 88 Management’s report 89 Performance |
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| September 14, 2012 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 14, 2012 |
EXHIBIT 12 THE HILLSHIRE BRANDS COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In millions except ratios) Fiscal Years Ended June 30 2012(1) July 2 2011(2) As Restated July 3 2010(3) As Restated June 27 2009(4) As Restated June 28 2008(5) As Restated Fixed charges: Interest expense - continuing operations (6) $ 77 $ 92 $ 120 $ 137 $ 156 Interest expense - discontinued |
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| September 6, 2012 |
Press Release dated September 5, 2012 Exhibit 99 For Immediate Release Hillshire Brands Outlines Strategic Growth Priorities at Barclays Conference Provides Update on 2013 Initiatives and Reiterates 2013 Guidance DOWNERS GROVE, IL (September 5, 2012) – The Hillshire Brands Company (NYSE: HSH) today presented at the Barclays Back-to-School Consumer Conference in Boston, MA and provided an overview of the company’s three-year strategic plan for generating profitable growth. |
