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 $1.5 billion in cash, excluding accrued
interest (the “Maximum Tender Amount”), the P&G debt securities
listed in the table below (collectively, the “Securities”).
Title of Security
Principal Amount
Outstanding
CUSIP/ISIN
Acceptance Priority
Level
Early Tender
Premium(1)
Reference Security
Bloomberg Reference Page/
Screen
Fixed Spread (basis
points)
Hypothetical Total
Consideration(1)(2)
8.750% Debentures due 2022
$62,105,000
CUSIP: 742718BJ7 ISIN:
US742718BJ73
1
$30
0.125% U.S. Treasury due Sep. 30,
2022
PX1
10
$1,134.86
8.000% Debentures due 2029
$44,131,000
CUSIP: 742718AV1 ISIN:
US742718AV11
2
$30
0.625% U.S. Treasury due Aug. 15,
2030
PX1
45
$1,579.97
8.000% Debentures due 2024
$70,636,000
CUSIP: 742718BG3 ISIN:
US742718BG35
3
$30
0.250% U.S. Treasury due Sep. 30,
2025
PX1
20
$1,284.54
6.450% Debentures due 2026
$110,611,000
CUSIP: 742718BH1 ISIN:
US742718BH18
4
$30
0.250% U.S. Treasury due Sep. 30,
2025
PX1
30
$1,299.32
5.800% Notes due 2034
$396,537,000
CUSIP: 742718DB2 ISIN:
US742718DB20
5
$30
0.625% U.S. Treasury due Aug. 15,
2030
PX1
80
$1,528.85
5.550% Notes due 2037
$762,630,000
CUSIP: 742718DF3 ISIN:
US742718DF34
6
$30
1.250% U.S. Treasury due May 15,
2050
PX1
25
$1,533.47
5.500% Notes due 2034
$301,008,000
CUSIP: 742718CB3 ISIN:
US742718CB39
7
$30
0.625% U.S. Treasury due Aug. 15,
2030
PX1
80
$1,474.35
3.600% Notes due 2050
$1,250,000,000
CUSIP: 742718FK0 ISIN:
US742718FK01
8
$30
1.250% U.S. Treasury due May 15,
2050
PX1
62
$1,315.84
3.550% Notes due 2040
$1,000,000,000
CUSIP: 742718FJ3 ISIN:
US742718FJ38
9
$30
1.250% U.S. Treasury due May 15,
2050
PX1
42
$1,258.20
3.500% Notes due 2047
$600,000,000
CUSIP: 742718FB0 ISIN:
US742718FB02
10
$30
1.250% U.S. Treasury due May 15,
2050
PX1
55
$1,293.10
(1) The Total Consideration payable for each $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. (2) Hypothetical Total Consideration for each series of
Securities is based upon a hypothetical Reference Yield (as defined
in the Offer to Purchase) determined as of 10:00 a.m., New York
City time, on October 13, 2020 and assumes a Settlement Date of
October 29, 2020. The Reference Yield used to determine actual
consideration for the Securities is expected to be calculated on
October 27, 2020. The information provided in the above table with
respect to the Securities is for illustrative purposes only. The
Company and the dealer managers for the tender offer make no
representation with respect to the actual consideration that may be
paid with respect to the Securities, and such amounts may be
greater or less than those shown in the above table depending on
the Reference Yield as of the Price Determination Date.
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 10 being the
lowest Acceptance Priority Level.
The tender offer is being made upon and is subject to the terms
and conditions set forth in the Offer to Purchase, dated October
13, 2020 (the “Offer to Purchase”), and the related Letter of
Transmittal. The tender offer will expire at midnight, New York
City time, at the end of November 9, 2020, unless extended or
terminated (the “Expiration Time”). Tenders of Securities may be
withdrawn at any time at or prior to 5:00 p.m., New York City time,
on October 26, 2020, 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, 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 will be calculated on the basis of the yield to
the maturity date of the applicable reference security listed in
the table above 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
26, 2020 (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 Time and
whose Securities are accepted for purchase will only receive the
applicable “Tender Offer Consideration,” which is equal to the
applicable Total Consideration minus the applicable Early Tender
Premium.
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, 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 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 a financing condition and certain other
general conditions described in the Offer to Purchase.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and
Goldman Sachs & Co. LLC are acting as the dealer managers for
the tender offer. The information and tender agent is Global
Bondholder Services Corporation. Copies of the Offer to Purchase,
Letter of Transmittal and related offering materials are available
by contacting Global Bondholder Services Corporation by telephone
at (866) 924-2200 (toll-free) or (212) 430–3774 (banks and brokers)
or by email at contact@gbsc-usa.com. Questions regarding the tender
offer should be directed to Citigroup Global Markets Inc.,
Liability Management Group, at (212) 723-6106 (collect) or (800)
558-3745 (toll-free), Deutsche Bank Securities Inc. at (212)
250-2955 (collect) or (866) 627-0391 (toll-free), or Goldman Sachs
& Co. LLC at (212) 902-6351 (collect) or (800) 828-3182 (toll
free).
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 release, other than purely historical
information, including estimates, projections, statements relating
to our 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. We undertake no obligation to
update or revise publicly any forward-looking statements, whether
because of new information, future events or otherwise, except to
the extent required by law.
Risks and uncertainties to which our 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 to generate sufficient income and cash flow to
allow the Company to effect the expected share repurchases and
dividend payments; (3) the ability to manage disruptions in credit
markets or changes to our credit rating; (4) the ability to
maintain key manufacturing and supply arrangements (including
execution of supply chain optimizations and sole supplier and sole
manufacturing plant arrangements) and to manage disruption of
business due to factors outside of our control, such as natural
disasters, acts of war or terrorism, or disease outbreaks; (5) the
ability to successfully manage cost fluctuations and pressures,
including prices of commodities and raw materials, and costs of
labor, transportation, energy, pension and healthcare; (6) the
ability to stay on the leading edge of innovation, obtain necessary
intellectual property protections and successfully respond to
changing consumer habits and technological advances attained by,
and patents granted to, competitors; (7) the ability to compete
with our 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 our 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 our suppliers, contract
manufacturers, distributors, contractors and external business
partners; (11) the ability to rely on and maintain key company and
third party information and operational technology systems,
networks and services, and maintain the security and functionality
of such systems, networks and services and the data contained
therein; (12) the ability to successfully manage uncertainties
related to changing political conditions (including the United
Kingdom’s exit from the European Union) and potential implications
such as exchange rate fluctuations and market contraction; (13) the
ability to successfully manage regulatory and legal requirements
and matters (including, without limitation, those laws and
regulations involving product liability, product and packaging
composition, intellectual property, labor and employment,
antitrust, data protection, tax, environmental, and accounting and
financial reporting) and to resolve pending matters within current
estimates; (14) the ability to manage changes in applicable tax
laws and regulations including maintaining our intended tax
treatment of divestiture transactions; (15) the ability to
successfully manage our ongoing acquisition, divestiture and joint
venture activities, in each case to achieve our overall business
strategy and financial objectives, without impacting the delivery
of base business objectives; (16) the ability to successfully
achieve productivity improvements and cost savings and manage
ongoing organizational changes, while successfully identifying,
developing and retaining key employees, including in key growth
markets where the availability of skilled or experienced employees
may be limited; and (17) the ability to successfully manage the
demand, supply, and operational challenges associated with a
disease outbreak, including epidemics, pandemics, or similar
widespread public health concerns (including the novel coronavirus,
COVID-19, outbreak). For additional information concerning factors
that could cause actual results and events to differ materially
from those projected herein, please refer to our 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.
Cat: PG-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20201013006101/en/
P&G Media: Jennifer
Corso, +1-513-983-2570
P&G Investor Relations:
John Chevalier, +1-513-983-9974
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