Subsequent Events

12 Months Ended

Oct. 28, 2011

21.	Subsequent Events

On October 31, 2011, we entered into a credit agreement that provides for a further term loan commitment (“Commitment”) of $250.0 million that may be drawn in a single advance up to March 1, 2012. If drawn upon, the Commitment requires quarterly principal payments beginning in the second quarter of fiscal year 2012 and matures June 16, 2016. The Commitment contains terms and conditions that are substantially similar to the terms and conditions of the Credit Agreement and the Term Loan. Outstanding borrowings bear interest equal to the LIBOR (defined as applicable LIBOR rate for the equivalent interest period plus 1.50% to 2.50% depending on our credit rating) or the Base Rate (defined as the highest of the Prime Rate, Federal Funds Rate plus 0.5%, or Eurodollar Rate plus 1.0%) at our option. The Commitment is guaranteed by each of our current and future material domestic subsidiaries and requires the maintenance of certain financial covenants, including leverage and interest coverage ratios. Upon approval from MOFCOM and satisfaction of other customary closing conditions, we intend to use the net proceeds to fund in part the acquisition of shares under the SPA and related tender offer of IMM. Any remaining proceeds will be used for general corporate purposes. However, if we do not receive approval from MOFCOM, the $866.0 million of cash held in escrow on the Consolidated Balance Sheet will become unrestricted cash, the $500.0 million 2021 Notes may be redeemed, in whole but not in part, and we would not draw upon the commitments under the October 31, 2011 term loan nor the July 11, 2011 Bridge Loan Agreement.

On November 22, 2011, our Directors declared a cash dividend of $0.175 per outstanding share of common stock. The dividend will be paid on December 19, 2011 to all shareholders of record at the close of business on December 5, 2011.

On December 20, 2011, MOFCOM approved the purchase of IMM shares covered by the SPA and the acquisition is expected to close on or around December 30, 2011. At such time, we will have a controlling interest of approximately 69.2% of IMM's outstanding common stock and accordingly will be required under Rule 26.1 of the Hong Kong Takeovers Code to make an unconditional cash tender offer to purchase the remaining outstanding shares and options to purchase shares at a minimum per share purchase price of HK$8.50. If all of the shares and options to purchase shares of IMM common stock are purchased, under the tender offer, the aggregate purchase price would be approximately $456.1 million subject to exchange rate fluctuation. IMM reported revenues of RMB 1,942 million ($306.3 million) and operating profit of RMB 417 million ($65.8 million) for its most recent fiscal year ended December 31, 2010. During fiscal 2011, the investment in IMM was accounted for under the equity method and we recognized estimated income of $3.4 million. After the closing under the SPA, the Company will include IMM in its consolidated financial statements.

- Definition

Tabular disclosure of significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, losses resulting from fire or flood, losses on receivables, significant realized and unrealized gains and losses that result from changes in quoted market prices of securities, declines in market prices of inventory, changes in authorized or issued debt (SEC), significant foreign exchange rate changes, substantial loans to insiders or affiliates, significant long-term investments, and substantial dividends not in the ordinary course of business.

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