Brown-Forman Completes Debt Offering
2012年12月13日 - 3:25AM
ビジネスワイヤ(英語)
Brown-Forman Corporation (NYSE:BFA) (NYSE:BFB) has successfully
concluded the $750 million bond offering announced on December 10,
2012. The $750 million issue consisted of the following:
- $250 million principal amount of 1.00%
5 year Senior Notes due January 15, 2018
- $250 million principal amount of 2.25%
10 year Senior Notes due January 15, 2023
- $250 million principal amount of 3.75%
30 Year Senior Notes due January 15, 2043
Brown-Forman intends to use the net proceeds from the offering
largely to pay a special cash dividend of $4.00 per share on its
Class A and Class B Common Stock, which was announced on November
27, 2012. The dividend is payable on December 27, 2012 to
stockholders of record on December 12, 2012.
Barclays Capital Inc., Citigroup Global Markets Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, U.S. Bancorp
Investments, Inc., Deutsche Bank Securities Inc., and Wells Fargo
Securities, LLC acted as joint book-running managers.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy any debt securities of Brown-Forman
Corporation, nor shall there be any sale of debt securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The debt
offering will be made only by means of a prospectus supplement and
accompanying base prospectus forming part of an effective shelf
registration statement. Copies of the prospectus and prospectus
supplement relating to the senior notes may be obtained for free by
visiting EDGAR on the SEC website at http://www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by calling Barclays Capital Inc.
toll-free at 1-888-603-5847, Citigroup Global Markets Inc.
toll-free at 1-800-831-9146 or Merrill Lynch, Pierce, Fenner &
Smith Incorporated toll-free at 1-800-294-1322.
For more than 140 years, Brown-Forman Corporation has enriched
the experience of life by responsibly building fine quality
beverage alcohol brands, including Jack Daniel’s Tennessee Whiskey,
Southern Comfort, Finlandia, Jack Daniel’s & Cola, Canadian
Mist, Korbel, Gentleman Jack, el Jimador, Herradura, Sonoma-Cutrer,
Chambord, New Mix, Tuaca, and Woodford Reserve. Brown-Forman’s
brands are supported by nearly 4,000 employees and sold in
approximately 160 countries worldwide. For more information about
the Company, please visit http://www.brown-forman.com/.
Important Information on Forward-Looking Statements:
This report contains statements, estimates, and projections that
are "forward-looking statements" as defined under U.S. federal
securities laws. Words such as “aim,” “anticipate,” “aspire,”
“believe,” “envision,” “estimate,” “expect,” “expectation,”
“intend,” “may,” “plan,” “potential,” “project,” “pursue,” “see,”
“will,” “will continue,” and similar words identify forward-looking
statements, which speak only as of the date we make them. Except as
required by law, we do not intend to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise. By their nature, forward-looking
statements involve risks, uncertainties and other factors (many
beyond our control) that could cause our actual results to differ
materially from our historical experience or from our current
expectations or projections. These risks and other factors include,
but are not limited to:
- declining or depressed global or
regional economic conditions, particularly in the Euro zone;
political, financial, or credit or capital market instability;
supplier, customer or consumer credit or other financial problems;
bank failures or governmental debt defaults
- failure to develop or implement
effective business, portfolio and brand strategies, including the
increased U.S. penetration and international expansion of Jack
Daniel’s Tennessee Honey, innovation, marketing and promotional
activity, and route-to-consumer
- unfavorable trade or consumer reaction
to our new products, product line extensions, price changes,
marketing, or changes in formulation, flavor or packaging
- inventory fluctuations in our products
by distributors, wholesalers, or retailers
- competitors’ consolidation or other
competitive activities such as pricing actions (including price
reductions, promotions, discounting, couponing or free goods),
marketing, category expansion, product introductions, entry or
expansion in our geographic markets
- declines in consumer confidence or
spending, whether related to the economy (such as austerity
measures, tax increases, high fuel costs, or higher unemployment),
wars, natural or other disasters, weather, pandemics, security
concerns, terrorist attacks or other factors
- changes in tax rates (including excise,
sales, VAT, tariffs, duties, corporate, individual income,
dividends, capital gains) or in related reserves, changes in tax
rules (e.g., LIFO, foreign income deferral, U.S. manufacturing and
other deductions) or accounting standards, and the unpredictability
and suddenness with which they can occur
- governmental or other restrictions on
our ability to produce, import, sell, price, or market our
products, including advertising and promotion in either traditional
or new media; regulatory compliance costs
- business disruption, decline or costs
related to organizational changes, reductions in workforce or other
cost-cutting measures
- lower returns or discount rates related
to pension assets, interest rate fluctuations, inflation or
deflation
- fluctuations in the U.S. dollar against
foreign currencies, especially the euro, British pound, Australian
dollar, Polish zloty or Mexican peso
- changes in consumer behavior or
preferences and our ability to anticipate and respond to them,
including societal attitudes or cultural trends that result in
reduced consumption of our products; reduction of bar, restaurant,
hotel or other on-premise business or travel
- consumer shifts away from brown
spirits, premium-priced spirits, or spirits products generally;
shifts to discount store purchases or other price-sensitive
consumer behavior
- distribution and other
route-to-consumer decisions or changes that affect the timing of
our sales, temporarily disrupt the marketing or sale of our
products, or result in implementation-related or higher fixed
costs
- effects of acquisitions, dispositions,
joint ventures, business partnerships or investments, or their
termination, including acquisition, integration or termination
costs, disruption or other difficulties, or impairment in the
recorded value of assets (e.g. receivables, inventory, fixed
assets, goodwill, trademarks and other intangibles)
- lower profits, due to factors such as
fewer or less profitable used barrel sales, lower production
volumes, decreased demand or inability to meet consumer demand for
products we sell, sales mix shift toward lower priced or lower
margin SKUs, or cost increases in energy or raw materials, such as
grain, agave, wood, glass, plastic, or closures
- natural disasters, climate change,
agricultural uncertainties, environmental or other catastrophes, or
other factors that affect the availability, price, or quality of
agave, grain, glass, energy, closures, plastic, water, or wood, or
that cause supply chain disruption or disruption at our production
facilities or aging warehouses
- negative publicity related to our
company, brands, marketing, personnel, operations, business
performance or prospects
- product counterfeiting, tampering,
contamination, or recalls and resulting negative effects on our
sales, brand equity, or corporate reputation
- significant costs or other adverse
developments stemming from class action, intellectual property,
governmental, or other major litigation; or governmental
investigations of beverage alcohol industry business, trade, or
marketing practices by us, our importers, distributors, or
retailers
For further information regarding these risks, please refer to
the “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of our
annual report on Form 10-K and quarterly reports on Form 10-Q filed
with the SEC, and other risks identified in the prospectus
supplement and accompanying base prospectus covering the offering
and in the company’s other public statements and reports filed with
the SEC.
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