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Sale of Packaged Foods and Asia Fresh Produce Business
12 Months Ended
Dec. 29, 2012
Sale of Packaged Foods and Asia Fresh Produce Business

Note 3 — Sale of Packaged Foods and Asia Fresh Produce Business

On September 17, 2012, Dole signed a definitive agreement (“the Agreement”) with ITOCHU Corporation (“ITOCHU”) for the sale of Dole’s worldwide packaged foods and Asia fresh produce businesses (collectively, “Dole Asia”) for $1.685 billion in cash (“sale transaction”). The operations of Dole Asia consist of Dole’s Packaged Foods reportable operating segment, and Dole’s Asia fresh produce business, which is a component of Dole’s Fresh Fruit reportable operating segment (“Asia Fresh”). Additional consideration of $29 million may be received if the acquirer chooses to exercise their option not to assume certain U.S. pension liabilities of Dole Asia. Cash proceeds from the transaction will be used by Dole for debt reduction, deal-related expenses, restructuring and other corporate purposes. In 2012, Dole recorded expenses of $48.4 million related to the transaction, of which $32.3 million were for compensation related arrangements, which were unpaid as of December 29, 2012, and $16.1 million were for transaction related expenses. ITOCHU paid Dole a non-refundable cash deposit of $200 million to be applied toward the purchase price on February 22, 2013, and the parties agreed that, with limited exceptions, the deposit will be forfeited and retained by Dole if the closing does not occur by the expected close date of April 1, 2013. Dole used the $200 million in cash to temporarily repay revolver borrowings, certain transaction related expenses, and general corporate purposes.