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:
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Principal
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Principal
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Principal Amount
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CUSIP
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Amount
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Amount
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Accepted for
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Acceptance
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Notes
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Number
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Outstanding
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Tendered
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Purchase
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Priority Level
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5.375% Notes
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349631AL5
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$950,000,000
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$670,014,000
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$550,000,000
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1(a)
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due 2016
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8.625% Debentures
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49631AD3
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$90,986,000
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$31,686,000
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$31,686,000
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2
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due 2021
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7.875% Debentures
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349631AE1
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$150,000,000
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$36,208,000
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$36,208,000
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3
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due 2023
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4.875% Notes
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349631AK7
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$300,000,000
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$119,521,000
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$119,521,000
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4
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due 2013
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6.375% Notes
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349631AP6
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$500,000,000
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$256,271,000
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$173,586,000
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5
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due 2014
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(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.
