Beam Inc. Announces Intention to Delist and Deregister Common Stock, 8 5/8% Debentures Due 2021 and 7 7/8% Debentures Due 2023
22 Abril 2014 - 3:30PM
Business Wire
In connection with the expected closing of the acquisition of
Beam Inc. (NYSE: BEAM) by Suntory Holdings Limited (“Suntory”),
Beam announced today that it has notified the New York Stock
Exchange (the “NYSE”) that the company intends to voluntarily
delist Beam’s common stock (the “Common Stock”) and publicly traded
debt from the NYSE, as well as terminate the registration of the
Common Stock and publicly traded debt under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The publicly traded
debt to be delisted and deregistered consists of the company’s 8
5/8% Debentures due 2021 (NYSE: BEAM21) (the “2021 Debentures”) and
7 7/8% Debentures due 2023 (NYSE: BEAM23) (together with the 2021
Debentures, the “Debentures”). To delist the Common Stock and the
Debentures, Beam expects to file a Form 25 with the U.S. Securities
and Exchange Commission (the “SEC”) on or before May 2, 2014.
As previously announced, Beam’s stockholders have approved the
acquisition by Suntory, and regulatory clearances have been
received in the United States and the European Union. The
transaction remains subject to customary closing conditions, and
the companies expect the acquisition will be completed on April
30th in the United States.
Beam reserves the right to delay the filing of the Form 25 or to
withdraw such filing for any reason prior to its effectiveness,
including, without limitation, the delay or failure of the closing
of the acquisition of Beam by Suntory. If the closing does not
occur, Beam would not expect to delist the Common Stock or the
Debentures or deregister the Common Stock or the Debentures.
Beam’s decision to withdraw the Common Stock and the Debentures
from listing on the NYSE and to terminate registration of the
Common Stock and the Debentures under the Exchange Act was based on
its determination that, in light of the contemplated acquisition of
Beam by Suntory, the administrative costs and burdens associated
with maintaining the listing of the Common Stock and the Debentures
on the NYSE and the registration of the Common Stock and the
Debentures with the SEC exceed the benefits given that Suntory will
be the sole shareholder of Beam after the closing of the
acquisition and the small number of record holders of each series
of the Debentures. After the delisting and deregistration of the
Debentures, the holders of each series of the Debentures will
continue to deal with and receive their respective principal and
interest payments through the trustee under the indenture governing
the Debentures. Beam presently plans to provide the relevant rating
agencies the financial statements that the ratings agencies require
in order to continue providing credit ratings for the Debentures
and Beam’s other outstanding debt.
Beam has not arranged for the listing and/or registration of the
Common Stock or the Debentures on another national securities
exchange or for the quotation of the Common Stock or the Debentures
in a quotation medium.
About Beam Inc.
As one of the world’s leading premium spirits companies, Beam is
Crafting the Spirits that Stir the World. Consumers from all
corners of the globe call for the company’s brands, including Jim
Beam Bourbon, Maker’s Mark Bourbon, Sauza Tequila, Pinnacle Vodka,
Canadian Club Whisky, Courvoisier Cognac, Teacher’s Scotch Whisky,
Skinnygirl Cocktails, Cruzan Rum, Hornitos Tequila, Knob Creek
Bourbon, Laphroaig Scotch Whisky, Kilbeggan Irish Whiskey, Larios
Gin, Whisky DYC and DeKuyper Cordials. Beam is focused on
delivering superior performance with its unique combination of
scale with agility and a strategy of Creating Famous Brands,
Building Winning Markets and Fueling Our Growth. Beam and its
3,200 passionate associates worldwide generated 2013 sales of $2.55
billion (excluding excise taxes), volume of 37 million 9-liter
equivalent cases and some of the industry’s fastest growing
innovations.
Headquartered in Deerfield, Illinois, Beam is traded on the New
York Stock Exchange under the ticker symbol BEAM and is included in
the S&P 500 Index and the MSCI World Index. For more
information on Beam, its brands, and its commitment to social
responsibility, please visit www.beamglobal.com and
www.drinksmart.com.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements in this press release may
constitute ”forward-looking statements” as that term is
defined in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally can be identified by the
words “will,” “expects,” “believes” and words or phrases of similar
import. Actual results could differ materially from those projected
or forecast in the forward-looking statements. The factors that
could cause actual results to differ materially include, without
limitation, risks or uncertainties associated with the
satisfaction of the remaining conditions precedent to the
consummation of the proposed transaction with Suntory Holdings;
unanticipated difficulties or expenditures relating to the proposed
transaction; legal proceedings instituted against Beam and others
following announcement of the proposed transaction; disruptions of
current plans and operations caused by the proposed transaction;
potential difficulties in employee retention as a result of the
proposed transaction; the response of customers, distributors,
suppliers and competitors to the announcement of the proposed
transaction; and other factors described in Beam’s annual report on
Form 10-K for the year ended December 31, 2013 filed with the SEC.
Beam assumes no obligation to update the information in this press
release, except as required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Beam Inc.Media RelationsClarkson Hine,
+1-847-444-7515Clarkson.Hine@beamglobal.comorInvestor
RelationsTony Diaz, +1-847-444-7690Tony.Diaz@beamglobal.com
Beam Inc. (NYSE:BEAM)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Beam Inc. (NYSE:BEAM)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024