El retablo de las maravillas: entre ficción y realidad como en Pirandello

As part of the separation, we will enter into a master separation agreement and several other agreements to effect the separation and provide a framework for our relationship with Sara Lee after the separation. These agreements will provide for the allocation between us and Sara Lee of the assets, liabilities and obligations of Sara Lee and its subsidiaries, and will govern the relationship between us and Sara Lee after the separation.

In addition to the master separation agreement, the other principal agreements to be entered into with Sara Lee include: • A merger agreement;

• A transition services agreement; • A tax sharing agreement;

• An employee matters agreement; and

• An intellectual property separation agreement.

In the discussion that follows, we have described the material provisions of agreements we intend to enter into with Sara Lee. The summaries of these agreements are qualified in their entirety by reference to the full text of the applicable agreements, which are included as exhibits to the registration statement of which this prospectus forms a part. We encourage you to read the full text of those agreements. We will enter into those agreements prior to the completion of the separation in the context of our current relationship with Sara Lee. Some of the terms of those agreements may not be the same as those we could obtain in arm’s-length negotiations with unaffiliated third parties.

Master Separation Agreement

The master separation agreement will contain the key provisions relating to the separation, including provisions relating to the principal intercompany transactions required to effect the separation, the conditions to the separation and provisions governing the relationships between Sara Lee and us after the separation.

Transfer of Assets and Assumption of Liabilities. The master separation agreement will identify assets and rights to be

transferred, liabilities to be assumed and contracts to be assigned between us and Sara Lee as part of the separation.

The Distribution. The master separation agreement will also govern the rights and obligations of the parties regarding the

distribution. Prior to the distribution, the number of shares of CoffeeCo common stock held by Sara Lee will be increased to the number of our ordinary shares distributable pursuant to the merger of CoffeeCo with one of our wholly owned U.S. subsidiaries. Sara Lee will cause its agents to distribute all of the issued and outstanding shares of CoffeeCo common stock to the exchange agent who will hold the shares on behalf of the Sara Lee shareholders who hold Sara Lee shares as of the record date.

Additionally, the master separation agreement will provide that the distribution is subject to several conditions that must be satisfied or waived by Sara Lee in its sole discretion. For further information regarding these conditions, see “The Separation—

Conditions to the Separation” beginning on page 47 of this prospectus. Sara Lee may, in its sole discretion, determine the record date

and the distribution date and any necessary or appropriate procedures in connection with the separation.

Termination. The master separation agreement will provide that it may be terminated and the distribution and the separation

may be abandoned at any time prior to the distribution by the board of directors of Sara Lee, in its sole discretion.

Releases, Allocation of Liabilities and Indemnification. The master separation agreement will provide for a full and complete

release and discharge of all liabilities existing or arising from or based on facts existing prior to the separation, between or among us, CoffeeCo or any of our affiliates, and Sara Lee or any of its affiliates (other than CoffeeCo), except as set forth in the master

separation agreement.

We will be liable for and agree to perform all liabilities with respect to our business, which we refer to as the CoffeeCo liabilities. Those liabilities will include, with certain exceptions, (1) all liabilities of CoffeeCo and DutchCo to the extent based upon or arising out of the CoffeeCo business and its assets, (2) all liabilities of Sara Lee to the extent based upon or arising out of the CoffeeCo business and its assets, (3) all liabilities based upon or arising out of financial instruments of CoffeeCo, (4) all outstanding liabilities included on the CoffeeCo balance sheet or in the notes thereto and all other liabilities that are of a nature or type that would have resulted in such liabilities being included as liabilities on a combined balance sheet of CoffeeCo, or the notes thereto, as of the distribution date (were such balance sheet and notes to be prepared) on a basis consistent with the determination of the nature and type of liabilities included on the CoffeeCo balance sheet and (5) certain other designated liabilities.

Sara Lee will be liable for and will agree to perform all liabilities other than CoffeeCo liabilities, which we refer to as the Sara Lee liabilities.

In addition, the master separation agreement will provide for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our business and geographic focus with us and financial responsibility for the obligations and liabilities of the Sara Lee retained businesses and its geographic focus with Sara Lee. Specifically, subject to certain exceptions set forth in the master separation agreement, we will agree to assume liability for, and to indemnify and hold harmless Sara Lee, its affiliates (other than CoffeeCo) and its directors, officers and employees against, certain liabilities relating to our business and the separation, including all liabilities relating to, arising out of or resulting from:

• the failure by DutchCo, CoffeeCo and its subsidiaries or any other person to pay, perform or otherwise promptly discharge any CoffeeCo liability;

• any CoffeeCo liability;

• the performance or breach of any CoffeeCo contracts or certain designated CoffeeCo agreements; • the current or former business and operations of DutchCo and CoffeeCo and its subsidiaries;

• except for certain Sara Lee-provided information, any claim that the information included in our registration statement on Form F-1, this prospectus or our European Union Listing Prospectus, is or was false or misleading with respect to any material fact or omits or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and

• the breach by us or CoffeeCo and its subsidiaries of any covenant or agreement set forth in any agreement entered into in connection with the separation.

It is expected that Sara Lee will agree to indemnify and hold harmless us, our affiliates and our directors, officers and employees from and against all liabilities relating to, arising out of or resulting from:

• the failure by Sara Lee and its subsidiaries or any other person to pay, perform or otherwise promptly discharge any Sara Lee liability;

• any Sara Lee liability;

• the performance or breach of certain designated Sara Lee agreements; • the current or former business or operations of Sara Lee and its subsidiaries;

• solely with respect to certain information supplied by or the responsibility of Sara Lee, any claim that the information included in our registration statement on Form F-1, this prospectus or our European Union Listing Prospectus, is or was false or misleading with respect to any material fact or omits or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and

• the breach by Sara Lee or its subsidiaries of any covenant or agreement set forth in any agreement entered into in connection with the separation.

The master separation agreement also will establish procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes and tax matters will be governed by the tax sharing agreement and, to a limited extent, the transition services agreement.

Access to Information. The master separation agreement will provide that the parties will exchange certain information

reasonably required to comply with requirements imposed on the requesting party by a government authority, for use in any proceeding or to satisfy audit, accounting or similar requirements, for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or to comply with its obligations under the master separation agreement or any ancillary agreement. In addition, the parties will use commercially reasonable efforts to make available to each other past and present directors, officers, other employees and agents as witnesses in any legal, administrative or other proceeding in which the other party may become involved.

Expenses. Except as expressly set forth in the master separation agreement or in any related transaction agreement, all third

party fees, costs and expenses of Sara Lee, CoffeeCo or DutchCo in connection with the separation will be allocated between Sara Lee, CoffeeCo and DutchCo by Sara Lee, in its sole discretion. Each of Sara Lee and DutchCo will generally pay its own costs and expenses that occur after the distribution date.

Transition Services Agreement

We will enter into a transition services agreement with Sara Lee, which will provide for the provision of certain transitional services principally by Sara Lee to us. The services will include the provision of certain application maintenance, application

development and infrastructure maintenance services. For these services, the transition services agreement will generally provide for a term of up to six months, which term may be extended for up to an additional six months. The transition services agreement will also provide for the provision of certain tax support services over the course of up to four years, which may be extended with the parties’ consent.

Tax Sharing Agreement

Before the separation, CoffeeCo will enter into a tax sharing agreement with Sara Lee. In general, under the tax sharing

agreement, CoffeeCo will be responsible for and indemnify Sara Lee against (1) all non-U.S. income taxes attributable to a member of the CoffeeCo group for all taxable periods, (2) all taxes of the CoffeeCo business following the distribution and (3) tax liability or contractual liability for indemnity obligations relating to taxes in respect of certain dispositions identified in the tax sharing agreement. In general, Sara Lee will be responsible for and indemnify CoffeeCo against (1) all U.S. federal income taxes relating to Sara Lee and its affiliates (including members of the CoffeeCo group) prior to the distribution, (2) all non-U.S. income taxes attributable to a member of the Sara Lee group (as determined following the distribution) for all taxable periods, (3) all state and local income taxes relating to Sara Lee and its affiliates (including members of the CoffeeCo group) prior to the distribution, (4) all taxes of the Sara Lee group (as determined following the distribution) following the distribution and (5) tax liability or contractual liability for indemnity obligations relating to taxes in respect of certain dispositions identified in the tax sharing agreement.

The tax sharing agreement will also separately allocate among the parties any tax liability arising as a result of any failure of the separation to qualify as a tax-free transaction to Sara Lee and CoffeeCo. Under the tax sharing agreement, CoffeeCo will be required to indemnify Sara Lee and its affiliates against all tax-related liabilities caused by the failure of the distribution to qualify as tax-free (including as a result of Section 355(e) of the Code) to the extent these liabilities arise as a result of any action (or failure to act) of CoffeeCo or any of its affiliates, including DutchCo, following the distribution or otherwise result from any breach of certain representations, covenants or obligations of CoffeeCo or any of its affiliates, including DutchCo, concerning a party’s plan or intention with respect to actions or operations after the distribution date. In addition, CoffeeCo will be responsible for 50% of any taxes resulting from the failure of the distribution and certain related transactions, including the debt exchange, to qualify as tax-free, which failure is (1) not due to the actions, misrepresentations or omission of Sara Lee or CoffeeCo or their respective affiliates or (2) due to an action (or failure to act), misrepresentation or omission of Sara Lee, CoffeeCo or their respective affiliates prior to the date of the distribution not concerning a party’s plan or intention with respect to actions or operations after the distribution date.

Employee Matters Agreement

We will enter into an employee matters agreement with Sara Lee providing for our respective obligations to employees and former employees who are or were associated with CoffeeCo and its subsidiaries (including those employees who transfer employment from Sara Lee to CoffeeCo and its subsidiaries in connection with the separation) and for other employment and employee benefits matters.

The treatment of outstanding Sara Lee equity awards in connection with the distribution is set forth in the employee matters agreement and is described above in “The Separation—Treatment of Equity-Based Compensation” on page 49.

In addition, the employee matters agreement sets forth the following:

• From and following the effective time of the distribution, CoffeeCo Employees generally will remain eligible to

participate only in CoffeeCo benefit plans and CoffeeCo will have no liability under any Sara Lee benefit plan. CoffeeCo and Sara Lee will take all actions necessary or appropriate to ensure that CoffeeCo will not have any liability under any Sara Lee benefit plan. CoffeeCo will assume, pay, perform and fulfill all liabilities relating to past, current or future employment with the CoffeeCo business.

• From and following the effective time of the distribution, Remaining Employees generally will remain eligible to participate only in Sara Lee benefit plans and Sara Lee will have no liability under any CoffeeCo benefit plan. CoffeeCo and Sara Lee will take all actions necessary or appropriate to ensure that Sara Lee will not have any liability under any Sara Lee benefit plan. Sara Lee will assume, pay, perform and fulfill all liabilities relating to past, current or future employment with the Sara Lee business.

Intellectual Property Separation Agreement

We will enter into an intellectual property separation agreement with Sara Lee providing for the division of certain intellectual property between us and Sara Lee.

Trademark and Corporate Name Licenses. Sara Lee will grant to us a limited, non-exclusive license to use certain of its

trademarks for a term commencing on the distribution date and ending on January 1, 2014. This trademark license will automatically terminate with respect to our rights to use such licensed trademarks, upon our failure to cure any material breach of the terms of the trademark license within 30 days after the receipt of written notice of such material breach from Sara Lee. Sara Lee will also grant to us a non-exclusive license to continue to use certain Sara Lee trademarks as part of our and our subsidiaries’ corporate names for a term beginning on the distribution date and ending no earlier than January 1, 2014. With respect to product packaging that includes such corporate names, we may continue to use such product packaging until July 31, 2015, and, with respect to any of our entities undergoing liquidation prior to January 1, 2014 and which include licensed corporate names, we may continue to use such corporate names while pursuing completion of such liquidation. Sara Lee will remain the sole and exclusive owner of all right, title and interest in and to its trademarks.

Debt Exchange

On May 15, 2012, Sara Lee entered into a note purchase agreement by and among Sara Lee and a group of institutional investors as described in further detail in “Description of Certain Indebtedness—Note Purchase and Guarantee Deed.” The note purchase agreement relates to the private placement of $650 million aggregate principal amount of indebtedness by Sara Lee through a series of notes, which we refer to as the new Sara Lee notes. In connection with the contribution of Sara Lee’s international coffee and tea businesses to CoffeeCo, Sara Lee will receive approximately $2.1 billion principal amount of CoffeeCo debt securities, which will be guaranteed by DutchCo. In connection with the distribution and in accordance with the terms of the new Sara Lee notes, Sara Lee will satisfy its obligations under the new Sara Lee notes by transferring a portion of such CoffeeCo debt securities to the holders of the new Sara Lee notes. Such CoffeeCo securities were issued pursuant to the note purchase and guarantee deed described in “Description

of Certain Indebtedness—Note Purchase and Guarantee Deed.” Sara Lee will transfer the remaining CoffeeCo debt securities to

certain subsidiaries of CoffeeCo in satisfaction of Sara Lee’s debt obligations to such subsidiaries of CoffeeCo. It is expected that the CoffeeCo debt securities that Sara Lee will transfer to certain subsidiaries of CoffeeCo will have substantially the same terms as the CoffeeCo notes issued pursuant to the note purchase and guarantee deed and that our guarantee obligations in respect of such CoffeeCo debt securities will be substantially identical. For a description of the note purchase and guarantee deed, see the section of this prospectus entitled “Description of Certain Indebtedness—Note Purchase and Guarantee Deed.”

Agreements with Members of our Senior Management

See “Management and Employees—Compensation—Management Services Agreement with Michiel Herkemij,” beginning on page 134.