DEERFIELD, Ill. --Fortune Brands, Inc. (NYSE:FO) today reported preliminary results for its previously announced tender offers (the "Tender Offers") for up to an aggregate purchase price of $1 billion of its outstanding Notes listed in the table below. Fortune Brands also announced today that it has increased the maximum aggregate purchase price of Notes that may be purchased in the Tender Offers from $1 billion to $1.05 billion.
Fortune Brands further announced that withdrawal rights with respect to the Tender Offers expired at 5:00 p.m. New York City time on August 10, 2011 (the "Withdrawal Deadline").
As of 5:00 p.m., New York City time, on August 10, 2011 (the “Early Tender Date”), Fortune Brands had received tenders of Notes as follows:
Holders who validly tendered and did not validly withdraw their Notes on or prior to the Early Tender Date, and whose Notes are accepted for purchase by Fortune Brands, will be entitled to receive the Total Consideration for such Notes, which will be determined as set forth in Fortune Brands' Offer to Purchase dated July 28, 2011 (the “Offer to Purchase”), and 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.
Fortune Brands has increased the maximum aggregate purchase price of Notes that may be purchased in the Tender Offers from $1 billion to $1.05 billion. To the extent the aggregate purchase price of Notes tendered and not withdrawn pursuant to the offer exceeds this new maximum amount, Fortune Brands will accept Notes for purchase based on the priority level and in the manner described in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 the 5.375% Notes due 2016 referred to in the table above (the “2016 Notes”) that may be purchased in the Tender Offers has been increased from a maximum of $500 million to $550 million. To the extent holders of the 2016 Notes validly tender such Notes in an aggregate principal amount in excess of the $550 million maximum, Fortune Brands will accept 2016 Notes for purchase on a pro rata basis among tendering holders of such Notes in the manner described in the Offer to Purchase.
The Tender Offers will expire at 11:59 p.m. New York City time, on August 24, 2011, unless extended or terminated earlier (such date and time, the “Expiration Date”).
Due to the success of its tender offers to date, Fortune Brands is terminating the tender offers for all 6.625% Debentures due 2028 and 5.875% Notes due 2036 referred to in the table above (together the “Released Notes”) and releasing all Released Notes which have been tendered. Fortune Brands will promptly return all Released Notes which have been tendered to their respective holders.
The terms and conditions of the Tender Offers are set forth in Fortune Brands' Offer to Purchase and the related Letter of Transmittal, as amended hereby. Except as set forth herein, the terms and conditions of the Tender Offers remain unchanged.
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
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