Fortune Brands Announces Results and Proration of Tender Offers
2011年8月26日 - 9:00PM
ビジネスワイヤ(英語)
Fortune Brands, Inc. (NYSE:FO) today reported the results and
proration 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 Tender Offers commenced on July 28, 2011 and
expired at 11:59 p.m., New York City time, on August 24, 2011 (such
date and time, the "Expiration Date"). The settlement date was
August 25, 2011.
The following table provides the results of the Tender Offers as
of the Expiration Date for each series of Notes:
Principal
Principal Principal Amount
CUSIP Amount Amount Accepted for
Acceptance Notes Number
Outstanding Tendered
Purchase Priority Level
5.375% Notes 349631AL5 $950,000,000 $670,014,000 $550,000,000 1(a)
due 2016 8.625% Debentures 49631AD3 $90,986,000 $31,686,000
$31,686,000 2 due 2021 7.875% Debentures 349631AE1
$150,000,000 $36,208,000 $36,208,000 3 due 2023 4.875% Notes
349631AK7 $300,000,000 $119,521,000 $119,521,000 4 due 2013
6.375% Notes 349631AP6 $500,000,000 $256,271,000 $173,586,000 5 due
2014
(a) Subject to a limit of $550 million principal amount.
As the maximum aggregate purchase price of Notes that Fortune
Brands is purchasing in the Tender Offers will not exceed $1.05
billion, Fortune Brands accepted for purchase Notes based on the
priority levels set forth above and in the manner described in
Fortune Brands’ Offer to Purchase dated July 28, 2011, as
amended as described in Fortune Brands' press release of
August 11, 2011 (as so amended, the "Offer to Purchase").
Approximately 82% of the 5.375% Notes due 2016 validly tendered and
not withdrawn pursuant to the Tender Offers were accepted for
purchase on a pro rata basis in the manner described in the Offer
to Purchase. All of the 8.625% Debentures due 2021, 7.875%
Debentures due 2023 and 4.875% Notes due 2013 validly tendered and
not validly withdrawn pursuant to the Tender Offers were accepted
for purchase by Fortune Brands. Approximately 68% of the 6.375%
Notes due 2014 validly tendered and not withdrawn pursuant to the
Tender Offers were accepted for purchase on a pro rata basis in the
manner described in the Offer to Purchase. Notes not accepted for
purchase will be promptly returned to the tendering holder (or, if
tendered through the Depositary Trust Company (DTC), will be
promptly credited to the relevant account at DTC, in accordance
with DTC's procedures).
Barclays Capital Inc. and J.P. Morgan Securities LLC served as
the Lead Dealer Managers for the Tender Offers. D.F. King &
Co., Inc. served as the Information Agent and Depositary for the
Tender 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,
and the information in this press 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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