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SUBSEQUENT EVENT
6 Months Ended
Nov. 25, 2012
SUBSEQUENT EVENT

17. SUBSEQUENT EVENT

Subsequent to the end of the quarter, on November 26, 2012, we and Ralcorp Holdings, Inc. (“Ralcorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which we agreed to acquire Ralcorp (the “Acquisition”). Under the terms of the Merger Agreement, Ralcorp shareholders will receive $90.00 per share in cash for each outstanding share of common stock held. The transaction is valued at approximately $6.8 billion, including the assumption of debt. The parties' obligations to complete the Acquisition are conditioned upon (i) the receipt of regulatory approvals in the United States and Canada, (ii) approval of the Merger Agreement by the holders of two-thirds of the outstanding shares of Ralcorp common stock, and (iii) certain other customary closing conditions. Consummation of the Acquisition is not subject to a financing condition. The Acquisition is expected to be consummated by March 31, 2013.

We intend to finance the Acquisition, including the payment of related fees and expenses, as well as the repayment of up to $1.14 billion of Ralcorp's debt, with cash on hand, borrowings under our existing credit facility and new long-term debt. We have entered into a new $4.5 billion senior unsecured bridge facility and a new $1.5 billion senior unsecured term loan, in each case with Bank of America, N.A., JPMorgan Chase Bank, N.A and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other financial institutions party thereto. We intend to issue new long-term debt and up to $350 million of equity securities on or prior to the closing of the Acquisition in lieu of borrowing under the bridge facility.