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The Honolulu Advertiser
Posted on: Friday, October 23, 2009

Dole sells $450M in shares


By Jerry Hirsch
Los Angeles Times

Hawaii news photo - The Honolulu Advertiser

David H. Murdock

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LOS ANGELES — Investors bought about $450 million worth of Dole Food Co. shares yesterday when the world's largest produce company returned to the public equity market after a six-year absence.

The Westlake Village, Calif., food giant sold a 41 percent stake in the company at $12.50 a share. Proceeds from the stock offering will be used to pay off corporate borrowings and debt accumulated by Dole's billionaire 86-year-old owner, David H. Murdock.

The price was lower then the $13 to $15 share price Dole estimated when it pitched the offering to Wall Street.

"Investors are being more cautious in terms of what they are paying for these large deals. It wasn't a surprise to see some pressure on the price," said Eric Guja, an analyst with Renaissance Capital.

As a result, Dole starts trading at a discount to the valuations of Del Monte Fresh and Chiquita, the two other large publicly trade purveyors of fruit and vegetables, he said.

Murdock took the company private in 2003 and will remain its chairman and controlling shareholder. He now owns 59 percent of its shares.

Founded in Hawaii in 1851, Dole is the nation's No. 1 seller of fresh fruits and vegetables including bananas, pineapples and fresh-cut salads. It's also a major producer of pineapple juice and canned pineapple.

It has the top or No. 2 market share position in many of its product categories.

But in recent years, Dole has struggled to cope with a high debt load and declining sales. For the third quarter ended Oct. 10, Dole said it had an operating loss of $58.5 million, compared with an operating loss of $2.3 million in the same period a year earlier. Revenue fell 13 percent to $2 billion from $2.3 billion.

The offering will allow Dole to trim its borrowings to about $1.6 billion from its $1.9 billion, a move that was seen as a "credit positive" said Carla Norfleet Taylor, an analyst with Fitch Ratings.

Additionally, by having shares which now trade on the New York Stock Exchange under the DOLE symbol, the food company has better access to equity markets in case it needs future capital, Norfleet Taylor said.

Some analysts believed that investors demanded a discount in the share prices because they were concerned over Dole's warnings in a Securities and Exchange Commission filing that Murdock would maintain a firm grip on the business.

"Any time a majority shareholder controls a company, it should make you cautious. His interests and your interests might not align," Scott Mushkin, an analyst with Jefferies & Co. in New York, said last week, when Dole started to pitch the deal to Wall Street.

"We are a controlled company, controlled by David H. Murdock, whose interests in our business may be different from yours," the company warned investors in the stock sale prospectus.

"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," the Dole filing said.

Dole said its corporate rules and bylaws "could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders."

The deal gives Dole an equity value of about $1.1 billion. That is about 42 percent below the $1.9 billion value of the company's shares when Murdock took it private six years ago.

The company paid Murdock $2.7 million in salary and bonuses last year. He became chief executive in 1985 but in 2007 relinquished the job to David DeLorenzo.

Murdock is known as a quirky billionaire who, among a variety of business ventures, owns almost all of the Hawaiian island of Länai. The 1985 death of his wife, Gabriele, convinced him that their high-fat, high-calorie diet of prime rib and potatoes contributed to her illness. He then adopted a fish and vegetarian diet and credits the change for his longevity.

He's also known for banning hamburgers in the cafeteria of Dole's corporate headquarters and for opening a 20-acre resort and health institute in Westlake Village.