The Procter & Gamble Company (NYSE: PG) announced today the
early results of its previously announced debt tender offer to
purchase select P&G debt securities (collectively, the
“Securities”).
In addition, P&G announced today that it has amended the
terms of the tender offer to increase the maximum aggregate
purchase price, excluding accrued interest, that P&G will pay
in the tender offer from $1.5 billion to 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 10 specified in the table below (as amended, the “Maximum
Tender Amount”). P&G expects that it will pay approximately
$2.0 billion to purchase those Securities that are accepted in the
tender offer. The tender offer is being made solely pursuant to
P&G’s Offer to Purchase, dated October 13, 2020, and the
related Letter of Transmittal, as amended by this press release.
Other than the increase in the Maximum Tender Amount, all other
terms and conditions of the tender offer remain unchanged.
As of the Early Tender Deadline of 5:00 p.m., New York City
time, on October 26, 2020, as reported by Global Bondholder
Services Corporation, 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table below had been validly tendered and not validly withdrawn.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 withdrawal deadline of 5:00 p.m., New York City time, on
October 26, 2020 has passed and, accordingly, Securities validly
tendered in the tender offer may no longer be withdrawn except
where additional withdrawal rights are required by law.
Title of Security
CUSIP/ISIN
Principal Amount
Outstanding
Principal Amount
Tendered
Acceptance Priority
Level
8.750% Debentures due 2022
CUSIP: 742718BJ7 ISIN: US742718BJ73
$62,105,000
$50,000
1
8.000% Debentures due 2029
CUSIP: 742718AV1 ISIN: S742718AV11
$44,131,000
$2,382,000
2
8.000% Debentures due 2024
CUSIP: 742718BG3 ISIN: US742718BG35
$70,636,000
$1,001,000
3
6.450% Debentures due 2026
CUSIP: 742718BH1 ISIN: US742718BH18
$110,611,000
$5,141,000
4
5.800% Notes due 2034
CUSIP: 742718DB2 ISIN: US742718DB20
$396,537,000
$13,597,000
5
5.550% Notes due 2037
CUSIP: 742718DF3 ISIN: US742718DF34
$762,630,000
$46,485,000
6
5.500% Notes due 2034
CUSIP: 742718CB3 ISIN: US742718CB39
$301,008,000
$35,112,000
7
3.600% Notes due 2050
CUSIP: 742718 FK0
ISIN: US742718FK01
$1,250,000,000
$758,942,000
8
3.550% Notes due 2040
CUSIP: 742718 FJ3
ISIN: US742718FJ38
$1,000,000,000
$483,931,000
9
3.500% Notes due 2047
CUSIP: 742718 FB0
ISIN: US742718FB02
$600,000,000
$186,560,000
10
The amount of Securities that will be accepted for purchase will
be subject to the Maximum Tender Amount. The amounts of each series
of Securities that will be accepted for purchase will be determined
in accordance with the Acceptance Priority Levels specified in the
table above, with 1 being the highest Acceptance Priority Level and
10 being the lowest Acceptance Priority Level.
The prices to be paid for each series of Securities accepted for
purchase will be determined on October 27, 2020, at 10:00 a.m., New
York City time, and will be announced by a separate release on
October 27, 2020.
The tender offer will expire at midnight, New York City time, at
the end of November 9, 2020, 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.
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 the Company’s 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.
Category: PG-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20201026005955/en/
P&G Media: Jennifer
Corso, +1-513-983-2570
P&G Investor Relations:
John Chevalier, +1-513-983-9974
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