Procter & Gamble Announces $1.25 Billion Debt Tender Offer

Guía de Regalos

CINCINNATI–(BUSINESS WIRE)–The Procter & Gamble Company (NYSE: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.

            Reference   Bloomberg   Fixed
Principal Acceptance Early Security/Mid-Swap Reference Spread
Amount Tender Priority Tender Rate/ Page/ (basis
Title of Security

Outstanding

CUSIP/ISIN

Cap(1)

Level

Premium(2)

Interpolated Rate

Screen

points)

 
8.750% Debentures due 2022 $100,000,000 CUSIP: 742718BJ7
ISIN: US742718BJ73
N/A 1 $30 1.125% U.S. Treasury due Sep. 30, 2021 PX1 60
 
8.000% Debentures due 2024 $200,000,000 CUSIP: 742718BG3
ISIN: US742718BG35
N/A 2 $30 1.500% U.S. Treasury due Aug. 15, 2026 PX1 35
 
8.000% Debentures due 2029 $99,000,000 CUSIP: 742718AV1
ISIN: US742718AV11
N/A 3 $30 1.500% U.S. Treasury due Aug. 15, 2026 PX1 115
 
6.450% Debentures due 2026 $300,000,000 CUSIP: 742718BH1
ISIN: US742718BH18
N/A 4 $30 1.500% U.S. Treasury due Aug. 15, 2026 PX1 45
 
6.250% Notes due 2030 £500,000,000 ISIN: XS0106655235 $350,000,000 5 £30 4.750% UK Treasury due Dec. 7, 2030 DMO2 30
 
5.125% Notes due 2017 €1,100,000,000 ISIN: XS0327237300 $500,000,000 6 €30 October 2017 Mid-Swap Rate ICAE1 -55
 
5.800% Notes due 2034 $600,000,000 CUSIP: 742718DB2
ISIN: US742718DB20
N/A 7 $30 2.500% U.S. Treasury due May 15, 2046 PX1 30
 
5.500% Notes due 2034 $500,000,000 CUSIP: 742718CB3
ISIN: US742718CB39
N/A 8 $30 2.500% U.S. Treasury due May 15, 2046 PX1 30
 
5.550% Notes due 2037 $1,400,000,000 CUSIP: 742718DF3
ISIN: US742718DF34
N/A 9 $30 2.500% U.S. Treasury due May 15, 2046 PX1 35
 
5.250% Notes due 2033 £200,000,000 ISIN: XS0158603083 N/A 10 £30 4.250% UK Treasury due June 7, 2032 DMO2 35
 
4.875% Notes due 2027 €1,000,000,000 ISIN: XS0300113254 $300,000,000 11 €30 May 2027 Interpolated Swap Rate ICAE1 -5
 
4.125% Notes due 2020 €600,000,000 ISIN: XS0237323943 N/A 12 €30 December 2020 Interpolated Swap Rate ICAE1 -25
 

1 The Tender Cap is the maximum aggregate purchase
price for the applicable Security. For non-U.S. Dollar denominated
Securities, the Tender Cap is the U.S. Dollar equivalent of the
maximum aggregate purchase price in the applicable currency.

 

2 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 us includes the applicable 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 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”).

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 pg@dfking.com.
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.

Forward-Looking Statements

Certain statements in this press release, other than purely historical
information, including estimates, projections, statements relating to
P&G’s 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. P&G undertakes 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 P&G’s 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 generate
sufficient income and cash flow to allow P&G to effect the expected
share repurchases and dividend payments; (3) the ability to manage
disruptions in credit markets and changes to P&G’s credit rating; (4)
the ability to maintain key manufacturing and supply arrangements
(including sole supplier and sole manufacturing plant arrangements) and
manage disruption of business due to factors outside of P&G’s control,
such as natural disasters and acts of war or terrorism; (5) the ability
to successfully manage cost fluctuations and pressures, including
commodity prices, raw materials, labor costs, energy costs and pension
and health care costs; (6) the ability to stay on the leading edge of
innovation, obtain necessary intellectual property protections and
successfully respond to technological advances attained by, and patents
granted to, competitors; (7) the ability to compete with P&G’s 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 P&G’s 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
P&G’s suppliers, contractors and external business partners; (11) the
ability to rely on and maintain key information technology systems and
networks (including P&G and third-party systems and networks) and
maintain the security and functionality of such systems and networks and
the data contained therein; (12) the ability to successfully manage
regulatory and legal requirements and matters (including, without
limitation, those laws and regulations involving product liability,
intellectual property, antitrust, privacy, tax, accounting standards and
the environment) and to resolve pending matters within current
estimates; (13) the ability to manage changes in applicable tax laws and
regulations; (14) the ability to successfully manage P&G’s portfolio
optimization strategy, as well as ongoing acquisition, divestiture and
joint venture activities, to achieve P&G’s overall business strategy,
without impacting the delivery of base business objectives; (15) the
ability to successfully achieve productivity improvements and cost
savings and manage ongoing organizational changes, while successfully
identifying, developing and retaining particularly key employees,
especially in key growth markets where the availability of skilled or
experienced employees may be limited; and (16) the ability to manage the
uncertain implications of the United Kingdom’s withdrawal from the
European Union. For additional information concerning factors that could
cause actual results and events to differ materially from those
projected herein, please refer to P&G’s 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.

Contacts

P&G Media Contacts:
Damon Jones,
+1 513-983-0190, jones.dd@pg.com
Jennifer
Corso, +1 513-983-2570, corso.jj@pg.com
or
P&G
Investor Relations Contact
:
John Chevalier, +1 513-983-9974