EX-99.4 5 d723874dex994.htm EX-99.4 EX-99.4
Presentation to
Pinnacle Senior Leaders
May 12, 2014
Exhibit 99.4
1


Forward Looking Statements
This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of
Pinnacle Foods and certain plans and objectives of Pinnacle Foods with respect thereto, including the expected benefits of the proposed
merger with Hillshire Brands. These forward-looking statements can be identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”,
“believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could”
or “should”
or other words of similar meaning or the negative
thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in
forward-looking statements. Such factors include, but are not limited to, the expected closing date of the transaction; the possibility that
the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time
period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to
maintain
business and operational relationships; the risk that unexpected
costs will be incurred; changes in economic conditions, political conditions,
trade protection measures, licensing requirements and tax matters; the possibility that the merger does not close, including, but not
limited to, due to the failure to satisfy the closing conditions, including the receipt of approval of both Hillshire Brands’
stockholders and
Pinnacle Foods’
stockholders; and the risk that financing for the transaction may not be available on favorable terms. These forward-
looking statements are based on numerous assumptions and assessments made by Pinnacle Foods in light of its experiences and
perceptions of historical trends, current conditions, business strategies, operating environments, future developments and other
factors it
believes appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate
to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking
statements in this announcement could cause Pinnacle Foods’
plans with respect to the proposed merger, actual results, performance or
achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
persons reading this announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the date of this announcement. Pinnacle Foods assumes no
obligation to update the information contained in this announcement (whether as a result of new information, future events or otherwise),
except as required by applicable law. A further list and description of risks and uncertainties can be found in Pinnacle Foods’
Annual Report
on Form 10-K for the fiscal year ended December 29, 2013 and in its reports
on Form 10-Q and Form 8-K.
2


3
Additional Information and Where to Find It
The proposed merger transaction involving Hillshire Brands and Pinnacle Foods will be submitted to the respective stockholders of
Hillshire Brands and Pinnacle Foods for their consideration. In connection with the proposed merger, Hillshire Brands will prepare a
registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Hillshire Brands and
Pinnacle Foods to be filed with the Securities and Exchange Commission (the “SEC”), and each will mail the joint proxy
statement/prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC.
Hillshire Brands and Pinnacle Foods urge investors and stockholders to read the joint proxy statement/prospectus when it becomes
available, as well as other documents filed with the SEC, because they will contain important information. Investors and security
holders will be able to receive the registration statement containing the proxy statement/prospectus and other documents free of
charge at the SEC’s web site, http://www.sec.gov.  These documents can also be obtained (when they are available) free of charge
from Hillshire Brands upon written request to the Investor Relations Department, 400 South Jefferson Street, Chicago, Illinois 60607,
telephone number (312) 614-8100 or from Hillshire Brands’
website, http://investors.hillshirebrands.com, or from Pinnacle
Foods
upon written request to the Investor Relations Department, 399 Jefferson Road, Parsippany, New Jersey, 07054, telephone number
(973) 434-2924, or from Pinnacle Foods’
website, http://investors.pinnaclefoods.com.
Hillshire Brands, Pinnacle Foods and their respective directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Hillshire Brands and
Pinnacle Foods in favor of the merger. Information regarding the
persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the respective stockholders of Hillshire Brands and Pinnacle Foods in connection with the proposed
merger will be set forth in the joint proxy statement/prospectus
when it is filed with the SEC. You can find more information about
Pinnacle Foods’
executive officers and directors in its definitive proxy statement for its 2014 Annual Meeting of Stockholders, which
was filed with the SEC on April 30, 2014. You can obtain free copies of these documents from Hillshire Brands and Pinnacle Foods
using the contact information above.


Who is Hillshire Brands?
North America spin-off of
the former Sara Lee
$4bn publicly-traded food
company focused on
convenient meals and
snacks
Headquartered in Chicago
4


5
The Acquisition Creates a $6.8 Billion Food Company
with $1.1 Billion in EBITDA
Before Acquisition
($ billions)
PF
HSH
Net Sales
$2.6
$4.1
EBITDA
$0.5
$0.5
After Acquisition
Total
$6.8
$1.1
Small differences due to rounding


6
Peer Comparison –
CY14E Net Sales ($bn)
Peer
Comparison
CY14E
EBITDA
(1)
($bn)
The Acquisition Creates a $6.8 Billion Food Company
with $1.1 Billion in EBITDA
$0.2
$0.3
$0.5
$0.5
$0.6
$0.7
$1.1
$1.1
$1.2
$1.6
$2.4
$2.8
$3.7
$3.7
BGS
SAFM
HSH
PF
POST
MKC
HRL
HSH/PF
SJM
CPB
CAG
K
GIS
KRFT
$0.9
$2.6
$2.7
$3.9
$4.1
$4.3
$5.7
$6.8
$8.4
$9.2
$15.1
$17.4
$18.3
$18.5
BGS
PF
SAFM
POST
HSH
MKC
SJM
HSH/PF
CPB
HRL
K
CAG
GIS
KRFT


7
…and the Third Largest Frozen Branded Player
LTM Frozen Retail Sales ($bn)
$7.2
$3.3
$2.9
$2.4
$2.0
$1.9
$1.8
$1.6
$1.3
$1.2
$1.2


8
Critical Decision Criteria in Evaluating a Deal
Is it a strategic combination?
Is it a good value to shareholders?
How do we ensure a successful integration and
do the right thing for employees?


9
The combined portfolio has significant scale in Refrigerated,
Frozen and Dry Grocery, with significant revenue opportunity
Brand Equity and
Manufacturing Cross
Pollination
Extend Pinnacle into
Refrigerated
Extend Hillshire into
Frozen
Skillet
Entrees
Hillshire
roasted
turkey, three cheese pasta, grilled
steak, smoked bacon mac & cheese
Dinner
Sandwiches
Hillshire
hickory smoked ham, pulled chicken,
smoked turkey, pulled pork
Frozen
Bagged
Meals
Jimmy
Dean
sausage and peppers; State Fair
frozen chicken nuggets
Refrigerated
Salad
Dressings
Birds Eye Harvest Vegetable
Vinaigrette; Wish-Bone Artisan Italian
Refrigerated
Pickles
Farmer’s
Garden by Vlasic pickles and other
pickled vegetables
Refrigerated
Desserts
Duncan
Hines Single Serve, Dessert Creations
Refrigerated
Juices
Birds
Eye
cold-
pressed vegetable juice medleys
Microwavable
Mini-Meals
(microwavable bowls) –
Jimmy Dean
jambalaya; Hillshire Sausage Alfredo;
State Fair mac & cheese with hot dogs
Meal
Starters
(sauce
in
a
pouch
w/
or
w/o meat) –
Jimmy Dean breakfast
skillets starter; Hillshire slow-cooker
pork-shoulder sauce
Meal
Enhancers
(bottled
sauces)
Jimmy Dean BBQ sauce and marinades;
Hillshire marinades
Dry Grocery
Refrigerated
Frozen
Is it a Strategic Combination?
EXAMPLE PRODUCT OFFERINGS:


10
Is it a Strategic Combination?
Operating Income Margin
Ingredient Input Cost
Diversification
Protein
Other
~10%
~14%
35%
25%
65%
75%


11
Is it a Good Value to Shareholders?
$18 + .5 Shares of HSH
$18
+
$18.48
@
5/9
Close
=
$36.48
$18
+
$18.02
@
10
Day
Avg
=
$36.02


12
Is it a Good Value to Shareholders?
Represents 20% purchase price premium to 5/9 close and
82% appreciation from IPO
20%
Premium
% Price Return Since IPO
+82.4%
+20.2%
+12.8
%
-10%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
3/27/13
5/9/14
Pinnacle Foods
S&P 500
S&P 500 Packaged Foods & Meats


13
Date
Target
Acquirer
TEV
TEV / LTM EBITDA
Feb-13
H.J. Heinz
Berkshire Hathaway / 3G Capital
$27.7bn
May-14
Pinnacle Foods
Hillshire Brands
6.7
Nov-12
Ralcorp
Conagra Foods
6.8
Feb-07
Pinnacle Foods
Blackstone Group
2.2
Jul-12
Bolthouse Farms
Campbell
1.6
Apr-14
Michael Foods
Post Holdings
2.5
Nov-09
Birds Eye Foods
Pinnacle Foods
1.3
Nov-10
Del Monte Foods
KKR, Centerview Capital, Vestar
5.3
Jun-10
American Italian Pasta Co.
Ralcorp
1.2
May-10
Michael Foods
GS Capital Partners
1.7
Selected Packaged Food and Beverage Transactions
Is it a Good Value to Shareholders?
Deal priced at top end of industry range since 2007
7.9X
8.2X
8.8X
9.2X
10.1X
10.2X
11.0X
11.9X
13.6X
13.7X


14
How Do We Ensure a Successful Integration…
Hillshire is developing an Integration Plan
Craig will be the Co-Leader on the Integration Steering Team
Initial thoughts are that it will take about a year to complete
They need good people to run the larger, combined
company and are interested in Pinnacle talent
Process to explore opportunities will be defined
Deliver Q2 and Q3 LE1 to turn over a healthy business


15
…and Do the Right Thing for Employees?
People will be treated fairly
For those unable to move or not offered a position:
At least 30 days notice will be given prior to an end date
If no viable position, severance benefits will be provided
Severance includes salary and benefits continuation for a
period of time
Details on severance and retention will follow
Retention packages for positions below VP level will
be offered


16
How Equity Works
Restricted Shares/
Restricted Share Units
(Old PIUs, 4/14 for Directors)
Stock Options
(Old Pinnacle options,
Founders Grant, 4/1/14 Grant)
Performance Share
Units
(4/1/14 Grant)
All
unvested
shares/units
vest
at
close
become
“Shares”
Get paid out on deal terms:
1 share = $18.00 cash + ½
share HSH
Will pay accrued dividends as cash
Can
keep
or
sell
HSH
shares
individual
choice
All unvested options vest at close
Options then convert in a ratio to preserve value
Will be reissued as HSH options
Can exercise immediately or through normal
expiration date
All
unvested
PSU’s
vest
at
close
become
“Shares”
Performance calculated: 
Relative
TSR
4/1
Deal
close
vs.
Peer
Set
Get paid out on deal terms
1 share = $18.00 cash + ½
share HSH
Will pay accrued dividends as cash
Can
keep
or
sell
HSH
shares
individual
choice
The Headline:  It all vests at deal close


17
Your Leadership Role
Lead
your
team
today
and
in
the
days/weeks
to
come
Engage in answering questions and concerns
Use your active listening skills
Answer what you can, gather questions that we haven’t
answered yet
Don’t try to solve all problems
Don’t get ahead of yourselves…
Don’t rush to judgment…
wait for all the facts
At the appropriate time, Hillshire will be available to answer
questions about the integration


18
The Change Management Curve


19
Your Leadership Role
Continue to manage the business –> deliver until close
Focus on Q2 and Q3 LE1 delivery
Maintain
a
“business
as
usual”
mindset
Stick to normal business process and routines
Don’t cancel meetings or projects until we give
direction