Hillshire Brands Co $650,000,000 Financing

Hillshire Brands Co just submitted form D announcing $650,000,000 debt financing. This is a new filing. Hillshire Brands Co was able to sell $650,000,000. That is 100% of the round of financing. The total private offering amount was $650,000,000. The financing was made by 44 investors. Minimal accepted investment was $0. The financing document was filed on 2012-05-29. Hillshire Brands Co is based in 400 SOUTH JEFFERSON STREET CHICAGO 60607. The firm's business is Retailing. The firm's revenue range is Decline to Disclose. The form was signed by .

SEC FORM D

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
   None
Entity Type
0000023666
LEE SARA CORP
CONSOLIDATED FOODS CORP
CONSOLIDATED GROCERD CORP
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Sara Lee Corp
Jurisdiction of Incorporation/Organization
MARYLAND
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Sara Lee Corp
Street Address 1 Street Address 2
3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
DOWNERS GROVE ILLINOIS 60515 6305986000

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001548904
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
DE US, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2012
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
DE US, Inc.
Street Address 1 Street Address 2
c/o SARA LEE CORPORATION 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
DOWNERS GROVE ILLINOIS 60515 (630) 598-6000

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
   None
Entity Type
0001543415
DE International Holdings B.V.
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Dutch private company with limited liability. Acting as Guarantor in offering.
Name of Issuer
D.E MASTER BLENDERS 1753 B.V.
Jurisdiction of Incorporation/Organization
NETHERLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2009
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
D.E MASTER BLENDERS 1753 B.V.
Street Address 1 Street Address 2
VLEUTENSEVAART 100
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
UTRECHT NETHERLANDS 3532 AD 31-30-292-7311

3. Related Persons

Last Name First Name Middle Name
Begley Christopher B.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Bennink Jan
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director and Executive Chairman of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Bowles Crandall
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Colbert Virgis W.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Crown James S.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Koellner Laurette T.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
McAdam John
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Prosser Sir Ian
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Sorensen Norman R.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Ubben Jeffrey W.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
van Lede Cees J.A.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Ward Jonathan P.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Sara Lee Corporation and Director of DE US, Inc.
Last Name First Name Middle Name
Smits Marcel H.M.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Executive Officer of Sara Lee Corporation
Last Name First Name Middle Name
Garvey Mark A.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Financial Officer of Sara Lee Corporation
Last Name First Name Middle Name
Zyck John
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President and Controller of Sara Lee Corporation
Last Name First Name Middle Name
Connolly Sean
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Executive Officer North America Retail & Foodservice of Sara Lee Corporation
Last Name First Name Middle Name
Herkemij Michiel
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and CEO Int'l Beverage of Sara Lee Corporation
Last Name First Name Middle Name
Cerrone Stephen J.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President HR of Sara Lee Corporation
Last Name First Name Middle Name
Hansson B. Thomas
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President Strategic Planning of Sara Lee Corporation
Last Name First Name Middle Name
Dodson Paulette
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

General Counsel and Secretary of Sara Lee Corporation
Last Name First Name Middle Name
Silver Mark S.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

President of DE US, Inc.
Last Name First Name Middle Name
Emme Jeff
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President of DE US, Inc.
Last Name First Name Middle Name
Kaminski Helen N.
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President and Secretary of DE US, Inc.
Last Name First Name Middle Name
Marcus Mitch
Street Address 1 Street Address 2
c/o Sara Lee Corporation 3500 LACEY ROAD
City State/Province/Country ZIP/PostalCode
Downers Grove ILLINOIS 60515
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Treasurer of DE US, Inc.
Last Name First Name Middle Name
Cup Michel
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/PostalCode
UTRECHT NETHERLANDS 3532 AD
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Financial Officer of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
van Klinken Onno
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/PostalCode
UTRECHT NETHERLANDS 3532 AD
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

General Counsel and Secretary of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
van Pelt Harm-Jan
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/PostalCode
UTRECHT NETHERLANDS 3532 AD
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Operating Officer Retail - Rest of World of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
Snow Nick
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/PostalCode
UTRECHT NETHERLANDS 3532 AD
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Operating Officer - Out of Home of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
Minvielle Eugenio
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/PostalCode
UTRECHT NETHERLANDS 3532 AD
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Chief Operating Officer - Western Europe of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
Herkemij Michiel
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/PostalCode
UTRECHT NETHERLANDS 3532 AD
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Director Chief Executive Officer and Executive Director of D.E MASTER BLENDERS 1753 B.V.
Last Name First Name Middle Name
Bennink Jan
Street Address 1 Street Address 2
c/o D.E MASTER BLENDERS 1753 B.V. VLEUTENSEVAART 100
City State/Province/Country ZIP/PostalCode
UTRECHT NETHERLANDS 3532 AD
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Non-Executive Director of D.E MASTER BLENDERS 1753 B.V.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
X
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2012-05-15    First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
X Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Senior Unsecured Notes (including notes issued by Sara Lee and notes issued by DE US, Inc. and guaranteed by D.E Master Blenders 1753 B.V.)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
X Yes    No

Clarification of Response (if Necessary):

The issuance of Sara Lee notes, the issuance of DE US, Inc. notes to Sara Lee, and the subsequent exchange of the DE US, Inc. notes for the Sara Lee notes.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
Bank of America Merrill Lynch None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
540 West Madison Street
City State/Province/Country ZIP/Postal Code
Chicago ILLINOIS 60661
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
X Foreign/non-US

Recipient
Recipient CRD Number X None
J.P. Morgan Securities LLC None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
383 Madison Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10179
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $650,000,000 USD
or    Indefinite
Total Amount Sold $650,000,000 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
44

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $2,600,000 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Sara Lee Corp /s/ Mark A. Garvey Mark A. Garvey Chief Financial Officer 2012-05-29
DE US, Inc. /s/ Mark S. Silver Mark S. Silver President 2012-05-29
D.E MASTER BLENDERS 1753 B.V. /s/ J.O. van Klinken J.O. van Klinken General Counsel 2012-05-29

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


Hillshire Brands Co Financing

DateFiling TypeOfferedSoldRemainingMin. investmentInvest. countExemption / Exlusions
2012-05-29New Form D$650,000,000$650,000,0000$04406[view]

Hillshire Brands Co List of Executives

B. Hansson, Cees van Lede, Christopher Begley, Crandall Bowles, Eugenio Minvielle, Harm-Jan van Pelt, Helen Kaminski, James Crown, Jan Bennink, Jan Bennink, Jeff Emme, Jeffrey Ubben, John McAdam, John Zyck, Jonathan Ward, Laurette Koellner, Marcel Smits, Mark Garvey, Mark Silver, Michel Cup, Michiel Herkemij, Michiel Herkemij, Mitch Marcus, Nick Snow, Norman Sorensen, Onno van Klinken, Paulette Dodson, Sean Connolly, Sir Ian Prosser, Stephen Cerrone, Virgis Colbert