The Procter & Gamble Company (NYSE:PG) announced today that
it has commenced a debt tender offer to purchase, for an aggregate
purchase price of up to $1.25 billion in cash (the “Maximum Tender
Amount”), the P&G debt securities listed in the table below
(collectively, the “Securities”). The tender offer is intended to
allow P&G to retire higher-interest rate debt in the current
low interest-rate environment and further improve the efficiency of
P&G’s capital structure.
Reference
Bloomberg Fixed Principal
Acceptance Early Security/Mid-Swap
Reference Spread Amount Tender
Priority Tender Rate/ Page/
(basis Title of Security
Outstanding
CUSIP/ISIN
Cap(1)
Level
Premium(2)
Interpolated Rate
Screen
points)
8.750% Debentures due 2022 $100,000,000 CUSIP:
742718BJ7ISIN: US742718BJ73 N/A 1 $30 1.125% U.S. Treasury due Sep.
30, 2021 PX1 60 8.000% Debentures due 2024 $200,000,000
CUSIP: 742718BG3ISIN: US742718BG35 N/A 2 $30 1.500% U.S. Treasury
due Aug. 15, 2026 PX1 35 8.000% Debentures due 2029
$99,000,000 CUSIP: 742718AV1ISIN: US742718AV11 N/A 3 $30 1.500%
U.S. Treasury due Aug. 15, 2026 PX1 115 6.450% Debentures
due 2026 $300,000,000 CUSIP: 742718BH1ISIN: US742718BH18 N/A 4 $30
1.500% U.S. Treasury due Aug. 15, 2026 PX1 45 6.250% Notes
due 2030 £500,000,000 ISIN: XS0106655235 $350,000,000 5 £30 4.750%
UK Treasury due Dec. 7, 2030 DMO2 30 5.125% Notes due 2017
€1,100,000,000 ISIN: XS0327237300 $500,000,000 6 €30 October 2017
Mid-Swap Rate ICAE1 -55 5.800% Notes due 2034 $600,000,000
CUSIP: 742718DB2ISIN: US742718DB20 N/A 7 $30 2.500% U.S. Treasury
due May 15, 2046 PX1 30 5.500% Notes due 2034 $500,000,000
CUSIP: 742718CB3ISIN: US742718CB39 N/A 8 $30 2.500% U.S. Treasury
due May 15, 2046 PX1 30 5.550% Notes due 2037 $1,400,000,000
CUSIP: 742718DF3ISIN: US742718DF34 N/A 9 $30 2.500% U.S. Treasury
due May 15, 2046 PX1 35 5.250% Notes due 2033 £200,000,000
ISIN: XS0158603083 N/A 10 £30 4.250% UK Treasury due June 7, 2032
DMO2 35 4.875% Notes due 2027 €1,000,000,000 ISIN:
XS0300113254 $300,000,000 11 €30 May 2027 Interpolated Swap Rate
ICAE1 -5 4.125% Notes due 2020 €600,000,000 ISIN:
XS0237323943 N/A 12 €30 December 2020 Interpolated Swap Rate ICAE1
-25
1 The Tender Cap is the maximum aggregate
purchase price for the applicable Security. For non-U.S. Dollar
denominated Securities, the Tender Cap is the U.S. Dollar
equivalent of the maximum aggregate purchase price in the
applicable currency.
2 The Total Consideration payable for each
$1,000, £1,000 or €1,000 principal amount of Securities validly
tendered at or prior to the Early Tender Deadline and accepted for
purchase by us includes the applicable Early Tender Premium. In
addition, holders whose Securities are accepted will also receive
accrued interest on such Securities.
The amounts of each series of Securities that are purchased will
be determined in accordance with the acceptance priority levels
specified in the table above (the “Acceptance Priority Level”),
with 1 being the highest Acceptance Priority Level and 12 being the
lowest Acceptance Priority Level. In addition, the aggregate
purchase price for applicable series of Securities will not exceed
the tender caps specified in the table above (the “Tender
Caps”).
The tender offer is being made upon and is subject to the terms
and conditions set forth in the Offer to Purchase, dated October
17, 2016, and the related Letter of Transmittal. The tender offer
will expire at midnight, New York City time, at the end of November
14, 2016, unless extended or terminated (the “Expiration Date”).
Tenders of Securities may be withdrawn at any time at or prior to
5:00 p.m., New York City time, on October 28, 2016, but may not be
withdrawn thereafter except where additional withdrawal rights are
required by law.
The prices to be paid for each series of Securities accepted for
purchase will be determined at 10:00 a.m., New York City time, for
the Securities denominated in U.S. Dollars, and 3:00 p.m., London
time, for the Securities denominated in Sterling or Euro, on the
business day following the Early Tender Deadline (as it may be
extended, the “Price Determination Date”). The prices to be paid
for the Securities denominated in U.S. Dollars and Sterling will be
calculated on the basis of the yield to the applicable call or
maturity date of the applicable reference security listed in the
table above, and the prices to be paid for the Securities
denominated in Euro will be calculated on the basis of the rates
payable on a reference swap plus the fixed spread applicable to
such Securities as set forth in the table above, in each case on
the Price Determination Date.
Holders of Securities that are validly tendered and not
withdrawn at or prior to 5:00 p.m., New York City time, on October
28, 2016 (unless extended, the “Early Tender Deadline”) and
accepted for purchase will receive the applicable Total
Consideration, which includes the applicable early tender premium
specified in the table above (the “Early Tender Premium”). Holders
of Securities who validly tender their Securities following the
Early Tender Deadline and at or prior to the Expiration Date will
only receive the applicable “Tender Offer Consideration,” which is
equal to the applicable Total Consideration minus the applicable
Early Tender Premium.
The purchase price for Securities denominated in U.S. Dollars,
Sterling and Euro will be paid in U.S. Dollars, Sterling and Euro,
respectively. The Maximum Tender Amount and Tender Caps (where
applicable) will be determined subject to the currency conversion
methods described in the Offer to Purchase.
Payments for Securities purchased will include accrued and
unpaid interest from and including the last interest payment date
applicable to the relevant series of Securities up to, but not
including, the applicable settlement date for such Securities
accepted for purchase.
If the tender offer is not fully subscribed as of the Early
Tender Deadline, subject to the Maximum Tender Amount and the
Tender Caps (where applicable), Securities validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline will be
accepted for purchase in priority to other Securities tendered
following the Early Tender Deadline even if such Securities
tendered following the Early Tender Deadline have a higher
Acceptance Priority Level than Securities tendered at or prior to
the Early Tender Deadline.
Securities of a series may be subject to proration if the
aggregate principal amount of the Securities of such series validly
tendered and not validly withdrawn would cause the Tender Cap
(where applicable) or the Maximum Tender Amount to be exceeded.
Furthermore, if the tender offer is fully subscribed as of the
Early Tender Deadline, holders who validly tender Securities
following the Early Tender Deadline will not have any of their
Securities accepted for purchase.
P&G’s obligation to accept for payment and to pay for the
Securities validly tendered in the tender offer is subject to the
satisfaction or waiver of the conditions described in the Offer to
Purchase.
Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC
are acting as the dealer managers for the tender offer. The
information agent and tender agent is D.F. King & Co., Inc.
Copies of the Offer to Purchase, Letter of Transmittal and related
offering materials are available by contacting the information
agent at (212) 269-5550 (banks and brokers) or (800) 735-3591 (all
others) or by email at pg@dfking.com. Questions regarding the
tender offer should be directed to Citigroup Global Markets Inc.,
Liability Management Group, at (212) 723-6106, (800) 558-3745
(toll-free) or +44 20 7986 8969 or Morgan Stanley & Co. LLC,
Liability Management Group, at (212) 761-1057, (800) 624-1808
(toll-free) or +44 20 7677 5040.
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The tender offer is being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
Forward-Looking Statements
Certain statements in this press release, other than purely
historical information, including estimates, projections,
statements relating to P&G’s business plans, objectives, and
expected operating results, and the assumptions upon which those
statements are based, are “forward-looking statements.” These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are based on
current expectations and assumptions, which are subject to risks
and uncertainties that may cause results to differ materially from
those expressed or implied in the forward-looking statements.
P&G undertakes no obligation to update or revise publicly any
forward-looking statements, whether because of new information,
future events or otherwise.
Risks and uncertainties to which P&G’s forward-looking
statements are subject include, without limitation: (1) the ability
to successfully manage global financial risks, including foreign
currency fluctuations, currency exchange or pricing controls and
localized volatility; (2) the ability to successfully manage local,
regional or global economic volatility, including reduced market
growth rates, and generate sufficient income and cash flow to allow
P&G to effect the expected share repurchases and dividend
payments; (3) the ability to manage disruptions in credit markets
and changes to P&G’s credit rating; (4) the ability to maintain
key manufacturing and supply arrangements (including sole supplier
and sole manufacturing plant arrangements) and manage disruption of
business due to factors outside of P&G’s control, such as
natural disasters and acts of war or terrorism; (5) the ability to
successfully manage cost fluctuations and pressures, including
commodity prices, raw materials, labor costs, energy costs and
pension and health care costs; (6) the ability to stay on the
leading edge of innovation, obtain necessary intellectual property
protections and successfully respond to technological advances
attained by, and patents granted to, competitors; (7) the ability
to compete with P&G’s local and global competitors in new and
existing sales channels, including by successfully responding to
competitive factors such as prices, promotional incentives and
trade terms for products; (8) the ability to manage and maintain
key customer relationships; (9) the ability to protect P&G’s
reputation and brand equity by successfully managing real or
perceived issues, including concerns about safety, quality,
ingredients, efficacy or similar matters that may arise; (10) the
ability to successfully manage the financial, legal, reputational
and operational risk associated with third party relationships,
such as P&G’s suppliers, contractors and external business
partners; (11) the ability to rely on and maintain key information
technology systems and networks (including P&G and third-party
systems and networks) and maintain the security and functionality
of such systems and networks and the data contained therein; (12)
the ability to successfully manage regulatory and legal
requirements and matters (including, without limitation, those laws
and regulations involving product liability, intellectual property,
antitrust, privacy, tax, accounting standards and the environment)
and to resolve pending matters within current estimates; (13) the
ability to manage changes in applicable tax laws and regulations;
(14) the ability to successfully manage P&G’s portfolio
optimization strategy, as well as ongoing acquisition, divestiture
and joint venture activities, to achieve P&G’s overall business
strategy, without impacting the delivery of base business
objectives; (15) the ability to successfully achieve productivity
improvements and cost savings and manage ongoing organizational
changes, while successfully identifying, developing and retaining
particularly key employees, especially in key growth markets where
the availability of skilled or experienced employees may be
limited; and (16) the ability to manage the uncertain implications
of the United Kingdom’s withdrawal from the European Union. For
additional information concerning factors that could cause actual
results and events to differ materially from those projected
herein, please refer to P&G’s most recent 10-K, 10-Q and 8-K
reports.
About Procter & Gamble
P&G serves consumers around the world with one of the
strongest portfolios of trusted, quality, leadership brands,
including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®,
Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head &
Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®,
Tide®, Vicks®, and Whisper®. The P&G community includes
operations in approximately 70 countries worldwide. Please visit
http://www.pg.com for the latest news and information about P&G
and its brands.
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version on businesswire.com: http://www.businesswire.com/news/home/20161017005742/en/
P&G Media Contacts:Damon Jones,
+1 513-983-0190, jones.dd@pg.comJennifer Corso, +1
513-983-2570, corso.jj@pg.comorP&G
Investor Relations Contact:John Chevalier, +1
513-983-9974
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