Beam Inc.: Beam Announces Early Settlement of Debt Tender Offers
Beam Inc.: Beam Announces Early Settlement of Debt Tender Offers UK Regulatory Announcement DEERFIELD, Ill. 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 The following table provides the results of the tender offers with respect to Notes validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time, on May 31, 2013 (the “Early Tender Date”). Principal CUSIP Principal Principal Amount Acceptance Notes Number Amount Amount Accepted Priority Outstanding Tendered for Level Purchase 6.375% Notes 349631AP6 $326,414,000 $78,091,000 23.92% — due 2014 8.625% 349631AD3 Debentures $59,300,000 $2,649,000 4.47% 1 due 2021 073730AA1 7.875% 349631AE1 Debentures $113,792,000 $1,602,000 1.41% 1 due 2023 073730AB9 6.625% Debentures 349631AG6 $200,000,000 $15,679,000 7.84% 2 due 2028 5.875% Notes 349631AN1 $300,000,000 $137,962,000 45.99% 3 due 2036 Beam accepted for purchase any and all 2014 Notes that were validly tendered and not validly withdrawn as of the Early Tender Date and, because the amount of 2021-2036 Notes that were validly tendered and not validly withdrawn as of the Early Tender Date was less than the 2021-2036 Maximum Amount, it accepted for purchase all 2021-2036 Notes validly tendered and not validly withdrawn as of the Early Tender Date.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) 269-5550 (collect). 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 visit www.beamglobal.com and www.drinksmart.com. Forward-Looking Statements 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. Beam Inc. Media Relations Clarkson Hine, +1-847-444-7515 Clarkson.Hine@beamglobal.com or Investor Relations Tony Diaz, +1-847-444-7690 Tony.Diaz@beamglobal.com Contact: Beam Inc.