Fortune Brands Announces Pricing of Tender Offers
23 8월 2011 - 4:13AM
Business Wire
Fortune Brands, Inc. (NYSE:FO) today reported the Total
Consideration and Tender Offer Consideration in respect of its
previously announced tender offers (the "Tender Offers") for up to
an aggregate purchase price of $1.05 billion of its outstanding
notes listed in the table below (collectively, the "Notes"). The
terms and conditions of the Tender Offers are set forth in Fortune
Brands’ Offer to Purchase dated July 28, 2011 and the related
Letter of Transmittal, as amended as described in Fortune Brands'
press release of August 11, 2011.
The Total Consideration for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn at or before the
Early Tender Date of 5:00 p.m. New York City time on
August 10, 2011 and accepted for purchase pursuant to the
Tender Offers will be the amount listed below for the Notes, which
amount includes an Early Tender Payment of $30 per $1,000 principal
amount of Notes accepted for purchase. The Total Consideration was
determined by reference to the applicable fixed spread specified in
the table below for the Notes over the yield based on the bid side
price of the applicable U.S. Treasury Reference Security specified
in the table below, as calculated by the Lead Dealer Managers for
the Tender Offers at 11:00 a.m. New York City time, today. Notes
validly tendered after the Early Tender Date and at or before the
Expiration Date of 11:59 p.m. New York City time on August 24,
2011 and accepted for purchase pursuant to the Tender Offers will
receive the Tender Offer Consideration listed below, specifically
the Total Consideration less Early Tender Payment.
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, holders who tendered Notes that are
accepted for payment in the Tender Offers will be paid any accrued
and unpaid interest calculated up to but not including the
settlement date. The settlement date is expected to be
August 25, 2011, which is one day after the Expiration Date,
or promptly thereafter.
FORTUNE BRANDS ANNOUNCES PRICING OF TENDER OFFERS,
PAGE
Notes CUSIP Number Principal Amount
Outstanding Acceptance Priority Level
Fixed Spread (Basis Points) U.S. Treasury
Reference Security
U.S. Treasury Reference Yield
Total Consideration Tender Offer
Consideration 5.375% Notes due 2016 349631AL5
$950,000,000 1(a) 90 1.5% due June 30, 2016
0.914% $1,149.56 $1,119.56 8.625% Debentures
due 2021 349631AD3 $90,986,000 2 210 3.125% due May 15, 2021 2.073%
$1,367.30 $1,337.30 7.875% Debentures due 2023 349631AE1
$150,000,000 3 230 3.125% due May 15, 2021 2.073% $1,311.45
$1,281.45 4.875% Notes due 2013 349631AK7 $300,000,000 4 100 0.375%
due June 30, 2013 0.195% $1,082.03 $1,052.03 6.375% Notes due 2014
349631AP6 $500,000,000 5 90 0.625% due July 15, 2014 0.351%
$1,140.81 $1,110.81
(a) Subject to a limit of $550 million principal amount.
Barclays Capital Inc. and J.P. Morgan Securities LLC are the
Lead Dealer Managers for the offers. D.F. King & Co., Inc. is
the Information Agent and Depositary for the offers. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell the securities. The Tender Offers are made only by
the Offer to Purchase dated July 28, 2011, as amended on August 11,
2011, and the information in this news release is qualified by
reference to the Offer to Purchase. Persons with questions
regarding the offers should contact Barclays Capital at (800)
438-3242 (toll-free) or (212) 528-7581 (collect) or J.P. Morgan at
(866) 834-4666 (toll-free) or (212) 834-4811 (collect). Requests
for documents should be directed to D.F. King & Co., Inc. at
(800) 848-3416 (toll-free) or (212) 269-5550 (collect).
About Fortune Brands
Fortune Brands, Inc. is a leading consumer brands company. Its
operating companies have premier brands and leading market
positions in distilled spirits and home and security. The major
spirits brands of Beam Global Spirits & Wine, Inc. include Jim
Beam and Maker’s Mark bourbon, Sauza tequila, Canadian Club whisky,
Courvoisier cognac, Cruzan rum, Teacher’s and Laphroaig Scotch,
EFFEN vodka, Skinnygirl cocktails and DeKuyper cordials. The brands
of Fortune Brands Home & Security LLC include Moen faucets,
Aristokraft, Omega, Diamond and Kitchen Craft cabinetry, Therma-Tru
door systems, Simonton windows, Master Lock security products and
Waterloo storage and organization products. Fortune Brands,
headquartered in Deerfield, Illinois, is traded on the New York
Stock Exchange under the ticker symbol FO and is included in the
S&P 500 Index and the MSCI World Index.
To receive company news releases by e-mail, please
visit www.fortunebrands.com.
Forward-Looking Statements
This press release contains statements relating to future
events, which are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of
1995.
Readers are cautioned that these forward-looking statements
speak only as of the date hereof, and the company does not assume
any obligation to update, amend or clarify them to reflect events,
new information or circumstances occurring after the date of this
release. In addition to final Board authorization, the potential
separation of Fortune Brands’ companies will also be subject to the
receipt of a number of customary regulatory approvals and/or
rulings, the execution of intercompany agreements and finalization
of other related matters. There can be no assurance that any of the
proposed transactions will be completed as anticipated or at
all.
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