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Dole stock proceeds to whittle $85M debt


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POSTED: Saturday, October 10, 2009

Dole Food Co. says it expects its upcoming public stock offering to price between $13 and $15 per share, and it laid out details of how the offering will help its owner, David H. Murdock.

Dole is one of the world's largest fruit and vegetable producers, and Murdock has controlled it since 1985. It was most recently publicly traded in 2003.

In a regulatory filing yesterday, Dole said it expects to offer 37.7 million shares, which would raise between $490.3 million and $565.7 million. The company said in August that it hoped the offering would raise around $500 million.

The Westlake Village, Calif.-based company said it will use the money to pay down debt.

(The company, founded in Hawaii at the beginning of the last century, was once a major force in Hawaii's agricultural and real estate. It still has significant real estate holdings in the state, and its businesses here include Waialua Estate, where it grows coffee and cacao.)

Even after the new public offering, Murdock, Dole's chairman, will still own 59 percent of the company.

“;Mr. Murdock and his affiliates will, for the foreseeable future, have significant influence over our management and affairs, and will be able to control virtually all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as mergers or other sales of our company or assets,”; Dole said in its filing with the Securities and Exchange Commission yesterday.

The IPO will help Murdock's finances, the filing acknowledged.

The company will use the proceeds to pay off $85 million of a debt personally guaranteed by Murdock, leaving $30 million on that debt. Cross-default and acceleration provisions will be eliminated after the offering, meaning the company's credit won't be at risk if Murdock defaults on the debt, or vice versa.

Dole also said it will transfer to affiliates of Murdock 1,600 acres of idle farmland in Honduras worth about $12 million.

Murdock and his affiliates “;will be in a more favorable financial position upon completion of these transactions than they were before such transactions,”; the company wrote.

Dole said that as of Jan. 3, provisions of its debt left it with “;no ability to declare and pay dividends or other similar distributions.”;

It has been selling assets to pay down debt, including some properties in Latin America for about $68 million. The filing said it had net income of $20 million for the quarter that ended June 20, down from $181 million during the same period last year.