The Procter & Gamble Company (NYSE:PG) announced today the
pricing of its previously announced debt tender offer to purchase
the P&G debt securities listed in the table below
(collectively, the “Securities”). The tender offer is being made
solely pursuant to P&G’s Offer to Purchase, dated May 9, 2018,
and the related Letter of Transmittal, as previously amended.
As of the Early Tender Deadline of 5:00 p.m., New York City
time, on May 22, 2018, as reported by D.F. King, the tender
and information agent for the tender offer, the principal amounts
of the Securities listed in the table below had been validly
tendered and not validly withdrawn. The applicable Reference Yield
and Total Consideration (each as described below) are detailed in
the table below.
Principal
Fixed Principal Principal Amount
Acceptance Spread Title of Amount
Amount to be Priority Reference
(basis
Total Security CUSIP/ISIN Outstanding
Tendered Accepted Level Yield
points)
Consideration(1)
8.750% Debentures due 2022 CUSIP: 742718BJ7ISIN:
US742718BJ73 $97,000,000 $34,895,000 $34,895,000 1 2.861% 30
$1,209.27 8.000% Debentures due 2024 CUSIP: 742718BG3ISIN:
US742718BG35 $96,987,000 $26,351,000 $26,351,000 2 2.861% 40
$1,266.56 8.000% Debentures due 2029 CUSIP: 742718AV1ISIN:
US742718AV11 $66,206,000 $22,075,000 $22,075,000 3 3.035% 75
$1,387.83 6.450% Debentures due 2026 CUSIP: 742718BH1ISIN:
US742718BH18 $160,147,000 $49,536,000 $49,536,000 4 3.035% 55
$1,189.91 6.250% Notes due 2030 ISIN: XS0106655235
£310,529,000 £204,901,000 £204,901,000 5 1.652% 40 £1,430.61
5.800% Notes due 2034 CUSIP: 742718DB2ISIN: US742718DB20
$475,210,000 $78,673,000 $78,673,000 6 3.179% 43 $1,267.20
5.550% Notes due 2037 CUSIP: 742718DF3ISIN: US742718DF34
$1,130,469,000 $367,839,000 $367,839,000 7 3.179% 45 $1,259.86
5.500% Notes due 2034 CUSIP: 742718CB3ISIN: US742718CB39
$368,787,000 $67,779,000 $67,779,000 8 3.179% 43 $1,224.90
5.250% Notes due 2033 ISIN: XS0158603083 £200,000,000 £109,211,000
£109,211,000 9 1.727% 43 £1,383.20 4.875% Notes due 2027
ISIN: XS0300113254 €1,000,000,000 €337,813,000 — 10 0.897% -5
€1,346.20 4.125% Notes due 2020 ISIN: XS0237323943
€600,000,000 €158,596,000 — 11 -0.048% -25 €1,112.82
(1)
Per $1,000, £1,000 or €1,000 principal amount of Securities.
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 P&G includes
an 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 will be accepted
for purchase were determined in accordance with the Acceptance
Priority Levels specified in the table above, with 1 being the
highest Acceptance Priority Level and 11 being the lowest
Acceptance Priority Level.
The maximum aggregate purchase price that P&G will pay in
the tender offer is an amount that is sufficient to allow P&G
to purchase the entire tendered principal amounts of the Securities
in Acceptance Priority Levels 1 through 9 specified in the table
above. Based on the pricing set forth above, this amount is
approximately $1.404 billion. None of the Securities in Acceptance
Priority Levels 10 or 11 will be purchased.
The prices to be paid for the Securities denominated in U.S.
Dollars and Sterling were calculated on the basis of the yield,
listed in the table above, to the applicable call or maturity date
of the applicable reference security, and the prices to be paid for
the Securities denominated in Euro were 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 in the manner described in the Offer to Purchase.
Holders of the Securities that were validly tendered and not
withdrawn at or prior to the Early Tender Deadline and that are
accepted for purchase will receive the applicable Total
Consideration specified in the table above. The tender offer will
expire at midnight, New York City time, at the end of June 6,
2018, unless extended or terminated. However, because the tender
offer was fully subscribed as of the Early Tender Deadline, holders
who validly tender Securities following that time will not have any
of their Securities accepted for purchase. Securities not accepted
for purchase will be promptly returned or credited to the holder’s
account.
The settlement date for Securities tendered at or prior to the
Early Tender Deadline and accepted for purchase is expected to be
May 25, 2018.
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.
Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC
are acting as the dealer managers for the tender offer. The
information and tender agent is D.F. King. Copies of the Offer to
Purchase, Letter of Transmittal and related offering materials are
available via the tender offer website at
https://sites.dfkingltd.com/pg or by contacting the information and
tender agent in New York at (212) 269-5550 (banks and brokers) or
(866) 356-7813 (all others) or in London at +44 20 7920 9700 or by
email at pg@dfking.com. Questions regarding the tender offer should
be directed to Deutsche Bank Securities Inc., at (212) 250-2955,
(866) 627-0391 or +44 20 7545 8011, or Morgan Stanley & Co.
LLC, Liability Management Group, at (212) 761-1057, (800) 624-1808
(toll-free) or +44 20 7677 5040.
This press 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 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.
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 affect 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 and acts of war or terrorism; (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, distributors,
contractors and external business partners; (11) the ability to
rely on and maintain key company and third-party information
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 decision to leave 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, intellectual property, 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 the Company’s overall business strategy and
financial objectives, without impacting the delivery of base
business objectives; and (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. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180523006198/en/
P&G Media
Contact:Damon Jones, 513-983-0190orP&G Investor Relations
Contact:John Chevalier, 513-983-9974
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