Procter & Gamble offers $1.25 Billion Debt Tender

P&G skyscrapersGlobal FMCG business Procter & Gamble Company (P&G) has announced yesterday 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”).

P&G said in statement 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, with one being the highest Acceptance Priority Level and 11 being the lowest Acceptance Priority Level.

P&G said the tender offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase, dated May 9, 2018, and the related Letter of Transmittal. The tender offer will expire at midnight, New York City time, at the end of June 6, 2018, unless extended or terminated. Tenders of Securities may be withdrawn at any time at or prior to 5:00 pm, New York City time, on May 22, 2018, but may not be withdrawn thereafter except where additional withdrawal rights are required by law.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 am, New York City time, for the Securities denominated in US Dollars, and 3:00 pm, 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”).

Holders of Securities that are validly tendered and not withdrawn at or prior to 5:00 pm, New York City time, on May 22, 2018 (unless extended, the “Early Tender Deadline”) and accepted for purchase will receive the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 and whose Securities are accepted for purchase will only receive the applicable “Tender Offer Consideration,” which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.

P&G said the 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, 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 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. Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are acting as the dealer managers for the tender offer.

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