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Fortune Brands Inc (FBI)

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Thursday 28 July, 2011

Fortune Brands Inc

Fortune Brands Announces Tender Offers Using up...

Fortune Brands Announces Tender Offers Using up to $1 Billion of Golf Sale Proceeds to Repurchase Outstanding Public Debt

Fortune Brands, Inc.

In connection with its proposed plan to separate its businesses, Fortune Brands, Inc. (NYSE: FO) today announced the details of its initiative to reduce debt and further strengthen the capital structures of its Beam and Home & Security businesses. The tender offers for outstanding notes, detailed below, will use up to $1 billion of the anticipated net proceeds from the sale of the company’s Acushnet Company golf business, which is expected to close in the coming days.

Details of the Tender Offers

Fortune Brands is announcing the commencement of tender offers for up to an aggregate purchase price of $1 billion of its outstanding notes. The total outstanding principal amount of the notes included in the offers is approximately $2.5 billion. Fortune Brands will conduct the offers in accordance with terms and conditions described in its Offer to Purchase dated July 28, 2011. Each offer will expire at 11:59 p.m. New York City time on August 24, 2011, unless extended or terminated earlier (the "Expiration Date").

Notes    

 

 

CUSIP
Number

   

Principal
Amount
Outstanding

   

Acceptance
Priority Level

   

Fixed
Spread
(Basis Points)

   

U.S. Treasury
Reference
Security

   

Early
Tender
Payment (a)

5.375% Notes
due 2016

349631AL5     $950,000,000 1 (b) 90

1.5% due
June 30, 2016

$30.00
 

8.625%
Debentures
due 2021

349631AD3 $90,986,000 2 210

3.125% due
May 15, 2021

$30.00
 

7.875%
Debentures
due 2023

349631AE1 $150,000,000 3 230

3.125% due
May 15, 2021

$30.00
 

4.875% Notes
due 2013

349631AK7 $300,000,000 4 100

0.375% due
June 30, 2013

$30.00
 

6.375% Notes
due 2014

349631AP6 $500,000,000 5 90

0.625% due
July 15, 2014

$30.00
 

6.625%
Debentures
due 2028

349631AG6 $200,000,000 6 185

4.75% due
February 15,
2041

$30.00
 

5.875% Notes
due 2036

349631AN1 $300,000,000 7 185

4.75% due
February 15,
2041

$30.00

(a) Per $1,000 principal amount of Notes tendered at or before the Early Tender Date and accepted for purchase.

(b) Subject to a limit of $500 million principal amount.

The aggregate purchase price of notes that may be purchased in the offers is $1 billion (the “Maximum Amount”). To the extent the aggregate purchase price of notes tendered and not withdrawn pursuant to the offer exceeds the Maximum Amount, Fortune Brands will accept notes for purchase based on the priority level and in the manner described in the Offer to Purchase. In addition, the aggregate principal amount of 5.375% Notes due 2016 that may be purchased in the offer will not exceed $500 million. To the extent the aggregate principal amount of 5.375% Notes due 2016 tendered and not withdrawn pursuant to the offer exceeds this sublimit, Fortune Brands will accept 5.375% Notes due 2016 for purchase on a pro rata basis in the manner described in the Offer to Purchase. The offers are subject to various conditions, including the sale of Fortune Brands' Golf business.

The Total Consideration for each $1,000 principal amount of notes tendered pursuant to each of the offers will be equal to the price that results in a yield to maturity equal to (1) the yield to maturity on the applicable U.S. Treasury Reference Security identified in the list above, as determined at 11 a.m. New York City time on August 22, 2011, plus (2) the fixed spread, listed above, for the applicable series of notes. Holders of notes that are validly tendered and not validly withdrawn at or before the Early Tender Date of 5:00 p.m. New York City time on August 10, 2011 will receive the Total Consideration for their notes that are accepted for purchase, which includes an Early Tender Payment of $30 per $1,000 principal amount of notes accepted for purchase. Holders of notes that are validly tendered after the Early Tender Date and at or before the Expiration Date will not receive the Early Tender Payment. Holders who tender notes can withdraw tenders at or before the Withdrawal Deadline of 5:00 p.m. New York City time on August 10, 2011, but not thereafter. Holders who tender notes after the Withdrawal Deadline cannot withdraw their tenders.

In addition to any consideration received, holders who tender notes that are accepted for payment in the offers will be paid any accrued and unpaid interest calculated up to but not including the settlement date. The settlement date is expected to be August 25, 2011, which is one day after the Expiration Date or promptly thereafter.

Barclays Capital Inc. and J.P. Morgan Securities LLC are the Lead Dealer Managers for the offers. D.F. King & Co., Inc. is the Information Agent and Depositary 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 July 28, 2011, and the information in this news release is qualified by reference to the Offer to Purchase. Persons with questions regarding the offers should contact Barclays Capital at (800) 438-3242 (toll-free) or (212) 528-7581 (collect) or J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-4811 (collect). Requests for documents should be directed to D.F. King & Co., Inc. at (800) 848-3416 (toll-free) or (212) 269-5550 (collect).

About Fortune Brands

Fortune Brands, Inc. is a leading consumer brands company. Its operating companies have premier brands and leading market positions in distilled spirits, home and security, and golf products. The major spirits brands of Beam Global Spirits & Wine, Inc. include Jim Beam and Maker's Mark bourbon, Sauza tequila, Canadian Club whisky, Courvoisier cognac, Cruzan rum, Teacher's and Laphroaig Scotch, EFFEN vodka, Skinnygirl margarita and DeKuyper cordials. The brands of Fortune Brands Home & Security LLC include Moen faucets, Aristokraft, Omega, Diamond and Kitchen Craft cabinetry, Therma-Tru door systems, Simonton windows, Master Lock security products and Waterloo storage and organization products. Acushnet Company's golf brands include Titleist and FootJoy. Fortune Brands, headquartered in Deerfield, Illinois, is traded on the New York Stock Exchange under the ticker symbol FO and is included in the S&P 500 Index and the MSCI World Index.

To receive company news releases by e-mail, please visit www.fortunebrands.com.

Forward-Looking Statements

This press release contains statements relating to future events, which are 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. In addition to final Board authorization, the potential separation of Fortune Brands' companies will also be subject to the receipt of a number of customary regulatory approvals and/or rulings, the execution of intercompany agreements and finalization of other related matters. There can be no assurance that any of the proposed transactions will be completed as anticipated or at all.

Fortune Brands, Inc.
Media Relations:
Clarkson Hine, (847) 484-4415
or
Investor Relations:
Tony Diaz, (847) 484-4410


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