In connection with its proposed plan to separate its businesses, Fortune
Brands, Inc. (NYSE: FO) today announced the details of its initiative to
reduce debt and further strengthen the capital structures of its Beam
and Home & Security businesses. The tender offers for outstanding notes,
detailed below, will use up to $1 billion of the anticipated net
proceeds from the sale of the company’s Acushnet Company golf business,
which is expected to close in the coming days.
Details of the Tender Offers
Fortune Brands is announcing
the commencement of tender offers
for up to an aggregate purchase price of $1 billion of its outstanding
notes. The total outstanding principal amount of the notes included in
the offers is approximately $2.5 billion. Fortune Brands will conduct
the offers in accordance with terms and conditions described in its
Offer to Purchase dated July 28, 2011. Each offer will expire at 11:59
p.m. New York City time on August 24, 2011, unless extended or
terminated earlier (the "Expiration Date").
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Notes
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CUSIP Number
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Principal Amount Outstanding
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Acceptance Priority Level
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Fixed Spread (Basis Points)
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U.S. Treasury Reference Security
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Early Tender Payment (a)
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5.375% Notes due 2016
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349631AL5
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$950,000,000
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1 (b)
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90
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1.5% due June 30, 2016
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$30.00
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8.625% Debentures due 2021
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349631AD3
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$90,986,000
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2
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210
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3.125% due May 15, 2021
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$30.00
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7.875% Debentures due 2023
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349631AE1
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$150,000,000
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3
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230
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3.125% due May 15, 2021
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$30.00
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4.875% Notes due 2013
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349631AK7
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$300,000,000
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4
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100
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0.375% due June 30, 2013
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$30.00
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6.375% Notes due 2014
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349631AP6
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$500,000,000
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5
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90
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0.625% due July 15, 2014
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$30.00
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6.625% Debentures due 2028
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349631AG6
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$200,000,000
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6
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185
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4.75% due February 15, 2041
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$30.00
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5.875% Notes due 2036
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349631AN1
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$300,000,000
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7
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185
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4.75% due February 15, 2041
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$30.00
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(a) Per $1,000 principal amount of Notes tendered at or before the Early
Tender Date and accepted for purchase.
(b) Subject to a limit of $500 million principal amount.
The aggregate purchase price of notes that may be purchased in the
offers is $1 billion (the "Maximum Amount”). To the extent the aggregate
purchase price of notes tendered and not withdrawn pursuant to the offer
exceeds the Maximum Amount, Fortune Brands will accept notes for
purchase based on the priority level and in the manner described in the
Offer to Purchase. In addition, the aggregate principal amount of 5.375%
Notes due 2016 that may be purchased in the offer will not exceed $500
million. To the extent the aggregate principal amount of 5.375% Notes
due 2016 tendered and not withdrawn pursuant to the offer exceeds this
sublimit, Fortune Brands will accept 5.375% Notes due 2016 for purchase
on a pro rata basis in the manner described in the Offer to Purchase.
The offers are subject to various conditions, including the sale of
Fortune Brands' Golf business.
The Total Consideration for each $1,000 principal amount of notes
tendered pursuant to each of the offers will be equal to the price that
results in a yield to maturity equal to (1) the yield to maturity on the
applicable U.S. Treasury Reference Security identified in the list
above, as determined at 11 a.m. New York City time on August 22, 2011,
plus (2) the fixed spread, listed above, for the applicable series of
notes. Holders of notes that are 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 will receive the Total Consideration for their
notes that are accepted for purchase, which includes an Early Tender
Payment of $30 per $1,000 principal amount of notes accepted for
purchase. Holders of notes that are validly tendered after the Early
Tender Date and at or before the Expiration Date will not receive the
Early Tender Payment. Holders who tender notes can withdraw tenders at
or before the Withdrawal Deadline of 5:00 p.m. New York City time on
August 10, 2011, but not thereafter. Holders who tender notes after the
Withdrawal Deadline cannot withdraw their tenders.
In addition to any consideration received, holders who tender notes that
are accepted for payment in the 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.
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 news release is
neither an offer to purchase nor a solicitation of an offer to sell the
securities. The offers are made only by the Offer to Purchase dated
July 28, 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, home and security, and golf products. 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 margarita
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.
Acushnet Company's golf brands include Titleist and FootJoy. 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.
