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Subsequent Event
9 Months Ended
Jan. 31, 2015
Subsequent Events [Abstract]  
Subsequent Event

Note 3: Subsequent Event

On February 3, 2015, we entered into a definitive agreement to acquire Big Heart Pet Brands (“Big Heart Pet”) in a cash and stock transaction preliminarily valued at approximately $5.8 billion. Big Heart Pet is the largest stand-alone producer, distributor, and marketer of premium-quality, branded pet food and pet snacks in the United States. Under the terms of the agreement, we will issue approximately 17.9 million shares of our common stock to the shareholders of Blue Acquisition Group, Inc., Big Heart Pet’s holding company, and pay $1.3 billion in cash, subject to a working capital adjustment. We will also assume Big Heart Pet’s net debt of approximately $2.6 billion. Committed financing for the transaction is a $5.5 billion 364-day senior unsecured bridge loan, which we expect to refinance with a combination of a bank term loan and long-term bonds.

The transaction is expected to close by the end of March, subject to customary closing conditions. The estimated transaction value of $5.8 billion may change at the time we issue shares of our common stock based on the current price of the shares on the closing date.

Based on the assumed debt structure, we anticipate combined debt at closing of approximately $6.5 billion, which is expected to result in annual interest expense of approximately $200.0. Upon closing, we expect to refinance Big Heart Pet’s net debt of approximately $2.6 billion and are evaluating refinancing a portion of our existing debt. This would require total make-whole payments and other related financing costs that would reduce earnings in the fourth quarter by approximately $190.0 to $220.0. The actual amount of make-whole payments would depend on economic conditions at the time the refinancing occurs.

In addition, we expect to incur approximately $225.0 in other one-time costs related to the transaction, of which approximately $150.0 are expected to be cash charges. These one-time costs are anticipated to be incurred primarily over the next three years, with approximately one-half of the costs expected to be recognized in fiscal 2016.

 

On February 24, 2015, we entered into a series of forward starting interest rate swap agreements to hedge a portion of the interest rate risk related to our anticipated issuance of long-term bonds. The notional hedged amount was approximately $1.1 billion, with expected maturity tenors of 10, 20, and 30 years. The swap agreements are designated as cash flow hedges, where changes in fair value are recorded in other comprehensive income.

Upon close of the transaction, we will have a new reportable segment for the pet food and snacks business. See Note 7: Reportable Segments for additional information.