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 File Number) |
(IRS Employer Identification Number) |
400 South Jefferson Street, Chicago, Illinois 60607
(Address of principal executive offices)
Registrant’s telephone number, including area code: (312) 614-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 28, 2014, The Hillshire Brands Company, a Maryland corporation (“Hillshire”), entered into a joinder letter (the “First Commitment Letter Joinder”) to Hillshire’s commitment letter (the “Commitment Letter”) dated as of May 12, 2014, previously filed as Exhibit 10.1 to Hillshire’s Current Report on Form 8-K filed May 12, 2014, which amended the Commitment Letter to, among other things, add JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC as additional financial institutions and reallocate the commitments thereunder.
Additionally, on May 28, 2014, Hillshire entered into a second joinder letter (the “Second Commitment Letter Joinder”) to Hillshire’s Commitment Letter which amended the Commitment Letter to, among other things, add Royal Bank of Canada as an additional financial institution and reallocate the commitments thereunder.
The foregoing descriptions of the First Commitment Letter Joinder and the Second Commitment Letter Joinder do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the First Commitment Letter Joinder and the Second Commitment Letter Joinder, which are attached hereto as Exhibits 10.1 and 10.2 respectively and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
10.1 Joinder letter, dated as of May 28, 2014, by and among The Hillshire Brands Company, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC.
10.2 Joinder letter, dated as of May 28, 2014, by and among The Hillshire Brands Company, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC and Royal Bank of Canada.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements with respect to the financial condition, results of operations and business of Hillshire and the combined businesses of Pinnacle Foods Inc. (“Pinnacle”) and Hillshire and certain plans and objectives of Hillshire with respect thereto, including the expected benefits of the proposed merger. 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’s stockholders and Pinnacle’s 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 Hillshire in light of its experience and perception of historical trends, current conditions, business strategies, operating environment, 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 Hillshire’s plans with respect to Pinnacle, 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. Hillshire 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 Hillshire’s Annual Report on Form 10-K for the fiscal year ended June 29, 2013 and in its reports on Form 10-Q and Form 8-K.
Additional Information and Where to Find It
The proposed merger transaction involving Hillshire and Pinnacle will be submitted to the respective stockholders of Hillshire and Pinnacle for their consideration. In connection with the proposed merger, Hillshire will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Hillshire and Pinnacle 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 and Pinnacle 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 upon written request to the Investor Relations Department, 400 South Jefferson Street, Chicago, Illinois 60607, telephone number (312) 614-8100 or from Hillshire’s website, http://investors.hillshirebrands.com, or from Pinnacle upon written request to the Investor Relations Department, 399 Jefferson Road, Parsippany, New Jersey, 07054, telephone number (973) 434-2924, or from Pinnacle’s website, http://investors.pinnaclefoods.com.
Participants in Solicitation
Hillshire, Pinnacle 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 and Pinnacle 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 and Pinnacle 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 information about Hillshire’s executive officers and directors in its definitive proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on September 12, 2013. You can find more information about Pinnacle’s 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 and Pinnacle using the contact information above.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 3, 2014 | ||||||
| THE HILLSHIRE BRANDS COMPANY | ||||||
| By: | /s/ Kent B. Magill | |||||
| Kent B. Magill | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Joinder letter, dated as of May 28, 2014, by and among The Hillshire Brands Company, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC. | |
| 10.2 | Joinder letter, dated as of May 28, 2014, by and among The Hillshire Brands Company, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC and Royal Bank of Canada. | |
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 – Project Paladin Commitment Letter
Ladies and Gentlemen:
Reference is made to the Commitment Letter dated May 12, 2014 (including the annexes and schedules thereto, the “Commitment Letter”), among Goldman Sachs Bank USA (“GS Bank”), Goldman Sachs Lending Partners LLC (“GSLP” and, together with GS Bank, the “Initial Commitment Parties”) and The Hillshire Brands Company (the “Company” or “you”). Terms used but not defined in this joinder letter (this “Joinder Letter”) have the meanings assigned to them in the Commitment Letter.
| 1. | Joinder. |
The parties hereto agree that each of JPMorgan Chase Bank, N.A. (“JPM Bank”) and J.P. Morgan Securities LLC (“JPM Securities”) will, upon the effectiveness of this Joinder Letter, become a party to the Commitment Letter (and will, upon the concurrent execution of a joinder letter to the Fee Letter (the “Fee Letter Joinder”), become a party to the Fee Letter). Upon the effectiveness of this Joinder Letter, each reference in the Commitment Letter (as modified by this Joinder Letter) to “Commitment Party” and “Commitment Parties” will include each of JPM Bank and JPM Securities.
| 2. | Commitments. |
Upon the terms set forth in this Joinder Letter and the Commitment Letter and subject solely to the conditions set forth in Section 7 of the Commitment Letter, the conditions set forth in Exhibit C thereto and the conditions set forth in the Term Sheet under the paragraph entitled “Conditions to Initial Borrowing”, JPM Bank hereby commits to provide 30% of the aggregate
principal amount of the Term Loan Facility and 30% of the aggregate principal amount of the Revolving Facility. In connection with the foregoing, (i) the commitment of GSLP under the Commitment Letter with respect to the Term Loan Facility is hereby reduced by the commitment of JPM Bank hereunder with respect to the Term Loan Facility and (ii) the commitment of GS Bank under the Commitment Letter with respect to the Revolving Facility is hereby reduced by the commitment of JPM Bank hereunder with respect to the Revolving Facility. The Commitments of GS Bank, GSLP and JPM Bank with respect to the Term Loan Facility and the Revolving Facility are several and not joint. The commitments of JPM Bank hereunder with respect to the Term Loan Facility and the Revolving Facility will be deemed to be “Commitments” under the Commitment Letter.
| 3. | Titles and Roles. |
It is hereby agreed that (a) JPM Securities will have the title of a joint lead arranger and a joint bookrunner for the Secured Facilities, (b) GS Bank will have “lead left” placement in any and all marketing materials or other documentation used in connection with the Secured Facilities and will hold the roles and responsibilities conventionally associated with such “lead left” position and (c) GS Bank will continue to act as sole administrative agent for the Secured Facilities.
| 4. | Additional Provisions. |
Upon the effectiveness of this Joinder Letter, (i) the reference to “Initial Commitment Parties” in Section 5 of the Commitment Letter will be deemed to be a reference to “Commitment Parties”, (ii) the first and second references to “Initial Commitment Parties” in Section 7 of the Commitment Letter will be deemed to be references to “Commitment Parties”, (iii) the reference to “GS Bank will act as sole lead arranger and sole bookrunner for each of the Secured Facilities (the “Lead Arranger”)” in Section 2 of the Commitment Letter will be deemed to be a reference to “GS Bank, J.P. Morgan Securities LLC, RBC Capital Markets and any other Additional Commitment Party appointed by the Company after the date hereof in accordance herewith shall act as joint lead arrangers and joint bookrunners (collectively, the “Lead Arranger”)”, (iv) the reference to “a single firm of local counsel to the Lead Arranger” in Section 8 of the Commitment Letter will be deemed to be a reference to “a single firm of local counsel to the Commitment Parties and their affiliates”, (v) the reference to “GS Bank and GSLP” in clause (iii) of the second proviso in the first paragraph of Section 3 of the Commitment Letter will be deemed to be a reference to “each Commitment Party” and (vi) each reference to “GS and/or its affiliates” in the fifth paragraph of Section 9 of the Commitment Letter will be deemed to be a reference to “the Commitment Parties and/or their respective affiliates”.
| 5. | Independent Investigation; Financial Advisor. |
Each of JPM Bank and JPM Securities hereby acknowledges that it has, independently and without any reliance upon any Initial Commitment Party or any of its affiliates, or any of its officers, directors, employees, agents, advisors or representatives, and based on such information and documentation as it has deemed appropriate, made its own credit analysis and decision to enter into the commitment evidenced by, and the other agreements set forth in, this Joinder Letter and the Fee Letter Joinder.
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As you know, Goldman Sachs & Co. (“GS”) has been retained by the Company (or one of its affiliates) as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. Each party hereto agrees to such retention and further agrees not to assert any claim it might allege based on any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor or GS and/or its affiliates’ arranging or providing or contemplating arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein, in the Commitment Letter and/or in the Fee Letter.
| 6. | Miscellaneous. |
This Joinder Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Neither this Joinder Letter nor the Commitment Letter may be amended or waived except by an instrument in writing signed by each party hereto. This Joinder Letter may be executed in any number of counterparts, each of which will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed signature page of this Joinder Letter by facsimile transmission or electronic transmission (in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Joinder Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Joinder Letter. This Joinder Letter constitutes an amendment to the Commitment Letter. This Joinder Letter does not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect, the rights and remedies of any party to the Commitment Letter and, except in respect of the amendments expressly set forth herein, does not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Commitment Letter, all of which are ratified and affirmed in all respects and will continue in full force and effect. This Joinder Letter will become effective as to each of the parties hereto on the date when each of the parties hereto has executed both a counterpart hereof and a counterpart of the Fee Letter Joinder. From and after the date of effectiveness of this Joinder Letter, any reference to the Commitment Letter in any agreement, document, undertaking or course of dealing (verbal or otherwise) will be deemed to be a reference to the Commitment Letter as amended hereby. THE SUBMISSION TO JURISDICTION, WAIVER OF JURY TRIAL AND CONFIDENTIALITY PROVISIONS CONTAINED IN SECTIONS 10 AND 11 OF THE COMMITMENT LETTER ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS. THIS JOINDER LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
[Remainder of this page intentionally left blank; signature pages follow]
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We are pleased to have been given the opportunity to assist you in connection with this important financing.
| Very truly yours, | ||||||
| JPMORGAN CHASE BANK, N.A. | ||||||
| By: |
||||||
| /s/ Brendan Korb | ||||||
| Name: Brendan Korb | ||||||
| Title: Vice President | ||||||
| J.P. MORGAN SECURITIES LLC | ||||||
| By: |
||||||
| /s/ Geoffrey Ellis | ||||||
| Name: Geoffrey Ellis | ||||||
| Title: Executive Director | ||||||
[Signature Page to Project Paladin Joinder Letter – Commitment Letter (JPM)]
Accepted and agreed to as of
the date first above written:
| GOLDMAN SACHS BANK USA | ||
| By: | /s/ Robert Ehudin | |
| Authorized Signatory | ||
| Robert Ehudin | ||
| Authorized Signatory | ||
| GOLDMAN SACHS LENDING PARTNERS LLC | ||
| By: | /s/ Robert Ehudin | |
| Authorized Signatory | ||
| Robert Ehudin Authorized Signatory | ||
[Signature Page to Project Paladin Joinder Letter – Commitment Letter (JPM)]
| THE HILLSHIRE BRANDS COMPANY | ||
| By: | /s/ Kent B. Magill | |
| Name: Kent B. Magill | ||
| Title: Executive Vice President | ||
[Signature Page to Project Paladin Joinder Letter – Commitment Letter (JPM)]
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 the Commitment Letter dated May 12, 2014 (including the annexes and schedules thereto, the “Commitment Letter”), among Goldman Sachs Bank USA (“GS Bank”), Goldman Sachs Lending Partners LLC (“GSLP” and, together with GS Bank, the “Initial Commitment Parties”) and The Hillshire Brands Company (the “Company” or “you”). Terms used but not defined in this joinder letter (this “Joinder Letter”) have the meanings assigned to them in the Commitment Letter.
| 1. | Joinder. |
The parties hereto agree that Royal Bank of Canada (“Royal Bank”) will, upon the effectiveness of this Joinder Letter, become a party to the Commitment Letter (and will, upon the concurrent execution of a joinder letter to the Fee Letter (the “Fee Letter Joinder”), become a party to the Fee Letter). Upon the effectiveness of this Joinder Letter, each reference in the Commitment Letter (as modified by this Joinder Letter) to “Commitment Party” and “Commitment Parties” will include Royal Bank.
| 2. | Commitments. |
Upon the terms set forth in this Joinder Letter and the Commitment Letter and subject solely to the conditions set forth in Section 7 of the Commitment Letter, the conditions set forth in Exhibit C thereto and the conditions set forth in the Term Sheet under the paragraph entitled “Conditions to Initial Borrowing”, Royal Bank hereby commits to provide 15% of the aggregate
principal amount of the Term Loan Facility and 15% of the aggregate principal amount of the Revolving Facility. In connection with the foregoing, (i) the commitment of GSLP under the Commitment Letter with respect to the Term Loan Facility is hereby reduced by the commitment of Royal Bank hereunder with respect to the Term Loan Facility and (ii) the commitment of GS Bank under the Commitment Letter with respect to the Revolving Facility is hereby reduced by the commitment of Royal Bank hereunder with respect to the Revolving Facility. The Commitments of GS Bank, GSLP and Royal Bank with respect to the Term Loan Facility and the Revolving Facility are several and not joint. The commitments of Royal Bank hereunder with respect to the Term Loan Facility and the Revolving Facility will be deemed to be “Commitments” under the Commitment Letter.
| 3. | Titles and Roles. |
It is hereby agreed that (a) RBC Capital Markets* will have the title of a joint lead arranger and a joint bookrunner for the Secured Facilities, (b) GS Bank will have “lead left” placement in any and all marketing materials or other documentation used in connection with the Secured Facilities and will hold the roles and responsibilities conventionally associated with such “lead left” position and (c) GS Bank will continue to act as sole administrative agent for the Secured Facilities.
| 4. | Additional Provisions. |
Upon the effectiveness of this Joinder Letter, (i) the reference to “Initial Commitment Parties” in Section 5 of the Commitment Letter will be deemed to be a reference to “Commitment Parties”, (ii) the first and second references to “Initial Commitment Parties” in Section 7 of the Commitment Letter will be deemed to be references to “Commitment Parties”, (iii) the reference to “GS Bank will act as sole lead arranger and sole bookrunner for each of the Secured Facilities (the “Lead Arranger”)” in Section 2 of the Commitment Letter will be deemed to be a reference to “GS Bank, J.P. Morgan Securities LLC, RBC Capital Markets and any other Additional Commitment Party appointed by the Company after the date hereof in accordance herewith shall act as joint lead arrangers and joint bookrunners (collectively, the “Lead Arranger”)”, (iv) the reference to “a single firm of local counsel to the Lead Arranger” in Section 8 of the Commitment Letter will be deemed to be a reference to “a single firm of local counsel to the Commitment Parties and their affiliates”, (v) the reference to “GS Bank and GSLP” in clause (iii) of the second proviso in the first paragraph of Section 3 of the Commitment Letter will be deemed to be a reference to “each Commitment Party” and (vi) each reference to “GS and/or its affiliates” in the fifth paragraph of Section 9 of the Commitment Letter will be deemed to be a reference to “the Commitment Parties and/or their respective affiliates”.
| 5. | Independent Investigation; Financial Advisor. |
Royal Bank hereby acknowledges that it has, independently and without any reliance upon any Initial Commitment Party or any of its affiliates, or any of its officers, directors, employees, agents, advisors or representatives, and based on such information and
| * | RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates. |
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documentation as it has deemed appropriate, made its own credit analysis and decision to enter into the commitment evidenced by, and the other agreements set forth in, this Joinder Letter and the Fee Letter Joinder.
As you know, Goldman Sachs & Co. (“GS”) has been retained by the Company (or one of its affiliates) as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. Each party hereto agrees to such retention and further agrees not to assert any claim it might allege based on any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor or GS and/or its affiliates’ arranging or providing or contemplating arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein, in the Commitment Letter and/or in the Fee Letter.
| 6. | Miscellaneous. |
This Joinder Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Neither this Joinder Letter nor the Commitment Letter may be amended or waived except by an instrument in writing signed by each party hereto. This Joinder Letter may be executed in any number of counterparts, each of which will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed signature page of this Joinder Letter by facsimile transmission or electronic transmission (in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only, are not part of this Joinder Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Joinder Letter. This Joinder Letter constitutes an amendment to the Commitment Letter. This Joinder Letter does not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect, the rights and remedies of any party to the Commitment Letter and, except in respect of the amendments expressly set forth herein, does not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Commitment Letter, all of which are ratified and affirmed in all respects and will continue in full force and effect. This Joinder Letter will become effective as to each of the parties hereto on the date when each of the parties hereto has executed both a counterpart hereof and a counterpart of the Fee Letter Joinder. From and after the date of effectiveness of this Joinder Letter, any reference to the Commitment Letter in any agreement, document, undertaking or course of dealing (verbal or otherwise) will be deemed to be a reference to the Commitment Letter as amended hereby. THE SUBMISSION TO JURISDICTION, WAIVER OF JURY TRIAL AND CONFIDENTIALITY PROVISIONS CONTAINED IN SECTIONS 10 AND 11 OF THE COMMITMENT LETTER ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS. THIS JOINDER LETTER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
[Remainder of this page intentionally left blank; signature pages follow]
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We are pleased to have been given the opportunity to assist you in connection with this important financing.
| Very truly yours, | ||||||
| ROYAL BANK OF CANADA | ||||||
| By: |
||||||
| /s/ John Flores | ||||||
| Name: John Flores | ||||||
| Title: Authorized Signatory | ||||||
[Signature Page to Project Paladin Joinder Letter – Commitment Letter (Royal Bank)]
Accepted and agreed to as of
the date first above written:
| GOLDMAN SACHS BANK USA | ||
| By: | /s/ Robert Ehudin | |
| Authorized Signatory | ||
| Robert Ehudin | ||
| Authorized Signatory | ||
| GOLDMAN SACHS LENDING PARTNERS LLC | ||
| By: | /s/ Robert Ehudin | |
| Authorized Signatory | ||
| Robert Ehudin Authorized Signatory | ||
[Signature Page to Project Paladin Joinder Letter – Commitment Letter (Royal Bank)]
| THE HILLSHIRE BRANDS COMPANY | ||
| By: | /s/ Kent B. Magill | |
| Name: Kent B. Magill | ||
| Title: Executive Vice President | ||
[Signature Page to Project Paladin Joinder Letter – Commitment Letter (Royal Bank)]