Beam Inc.: Beam Announces Early Settlement of Debt Tender Offers
UK Regulatory Announcement
Beam Inc. (NYSE: BEAM) today announced that it has completed the early
settlement of its previously announced cash tender offers to purchase any and
all of its 6.375% Notes due 2014 (the “2014 Notes”) and up to a maximum
aggregate principal amount of $175 million (the “2021-2036 Maximum Amount”) of
the following notes (collectively, the “2021-2036 Notes” and, together with
the 2014 Notes, the “Notes”):
*8.625% Debentures due 2021;
*7.875% Debentures due 2023;
*6.625% Debentures due 2028; and
*5.875% Notes due 2036.
Beam funded the early settlement with a portion of the proceeds from its $500
million offering of notes completed on June 10, 2013.
The following table provides the results of the tender offers with respect to
Notes validly tendered and not validly withdrawn at or before 5:00 p.m., New
York City time, on May 31, 2013 (the “Early Tender Date”).
CUSIP Principal Principal Amount Acceptance
Notes Number Amount Amount Accepted Priority
Outstanding Tendered for Level
Notes 349631AP6 $326,414,000 $78,091,000 23.92% —
Debentures $59,300,000 $2,649,000 4.47% 1
due 2021 073730AA1
Debentures $113,792,000 $1,602,000 1.41% 1
due 2023 073730AB9
Debentures 349631AG6 $200,000,000 $15,679,000 7.84% 2
Notes 349631AN1 $300,000,000 $137,962,000 45.99% 3
Beam accepted for purchase any and all 2014 Notes that were validly tendered
and not validly withdrawn as of the Early Tender Date and, because the amount
of 2021-2036 Notes that were validly tendered and not validly withdrawn as of
the Early Tender Date was less than the 2021-2036 Maximum Amount, it accepted
for purchase all 2021-2036 Notes validly tendered and not validly withdrawn as
of the Early Tender Date.
The tender offers will expire at 11:59 p.m., New York City time, on June 14,
2013 (the “Expiration Date”). Holders who validly tender their Notes after the
Early Tender Date and at or before the Expiration Date will receive the Tender
Offer Consideration but not the Early Tender Payment (as defined in Beam’s
Offer to Purchase, dated May 17, 2013). We will accept for purchase any 2014
Notes tendered after the Early Tender Date, and will only accept up to
$17,108,000 of additional 2021-2036 Notes (unless we increase the 2021-2036
Maximum Amount), with 2021-2036 Notes to be purchased being based on the
Acceptance Priority Level (and subject to pro-ration within Acceptance
Priority Levels as set forth in the Offer to Purchase).
BofA Merrill Lynch and Credit Suisse are the Dealer Managers for the offers.
D.F. King & Co., Inc. is the Information Agent and Tender Agent for the
offers. This news release is neither an offer to purchase nor a solicitation
of an offer to sell the securities. The offers are made only by the Offer to
Purchase dated May 17, 2013, and the information in this news release is
qualified by reference to the Offer to Purchase. Persons with questions
regarding the offers should contact BofA Merrill Lynch at (888) 292-0070
(toll-free) or (646) 855-3401 (collect) or Credit Suisse at (800) 820-1653
(toll-free) or (212) 325-2476 (collect). Requests for documents should be
directed to D.F. King & Co., Inc. at (800) 769-4414 (toll-free) or (212)
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
3,400 passionate associates worldwide generated 2012 sales of $2.5 billion
(excluding excise taxes), volume of 38 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
This press release contains forward-looking statements, as that term is
defined in the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that these forward-looking statements speak only as of the date
hereof, and the Company does not assume any obligation to update, amend or
clarify them to reflect events, new information or circumstances occurring
after the date of this release. Actual results may differ materially from
those projected as a result of certain risks and uncertainties, including but
not limited to those described from time to time in the Company's filings with
the Securities and Exchange Commission.
Clarkson Hine, +1-847-444-7515
Tony Diaz, +1-847-444-7690
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