The Procter & Gamble Company (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.
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”).
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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 Tenders of Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on October 28, 2016, but may not be withdrawn thereafter except where additional withdrawal rights are required by law.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Holders of Securities that are validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on October 28, 2016 (unless extended, the “Early Tender Deadline”) and accepted for purchase will receive the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 [email protected] 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.
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