Yum! Brands Announces Cash Tender Offers for up to $525 Million Aggregate Principal Amount of Five Series of Its Outstanding Debt Securities
October 22, 2013
LOUISVILLE, KY, October 22, 2013 – Yum! Brands, Inc. (NYSE: YUM) today announced that it has commenced cash tender offers to purchase up to $525 million combined aggregate principal amount of five series of its outstanding debt securities. The tender offers are consistent with Yum! Brands’ on-going debt management strategy and aim to take advantage of historically low interest rates to issue senior notes at lower rates and use proceeds to buy back existing debt, reducing annual interest expense and extending the average maturity of its long‑term debt. The terms and conditions of the tender offers are set forth in an Offer to Purchase dated today and a related Letter of Transmittal.
Pursuant to the Offer to Purchase dated October 22, 2013, Yum! Brands is offering to purchase, subject to certain conditions, up to $525 million combined aggregate principal amount of its 6.875% Senior Notes due 2037, 6.250% Senior Notes due 2018, 6.250% Senior Notes due 2016, 5.300% Senior Notes due 2019, and 4.250% Senior Notes due 2015 (collectively, the “notes”), subject to the Tender Sub-Caps and applicable Acceptance Priority Levels specified in the table below:
|Title of Security
|Principal Amount Outstanding||Tender
|Acceptance Priority Level||Fixed Spread (basis points)||Reference U.S. Treasury Security||Bloomberg Reference Page||Early Tender Payment||Hypothetical Total Consideration* (a)|
|6.875% Senior Notes due 2037
|$600,000,000||$250,000,000||1||165||2.875% U.S. Treasury Note due 05/15/2043||PX1||$50||$1,202.55|
|6.250% Senior Notes due 2018
|$600,000,000||N/A||2||40||1.375% U.S. Treasury Note due 09/30/2018||PX1||$50||$1,185.80|
|6.250% Senior Notes due 2016
|$300,000,000||N/A||3||25||0.625% U.S. Treasury Note due 10/15/2016||PX1||$50||$1,127.59|
|5.300% Senior Notes due 2019
|$250,000,000||N/A||4||145||1.375% U.S. Treasury Note due 09/30/2018||PX1||$50||$1,132.60|
|4.250% Senior Notes due 2015
|$250,000,000||N/A||5||30||0.25% U.S. Treasury Note due 09/30/2015||PX1||$50||$1,065.66|
|*||Per $1,000 principal amount of notes accepted for purchase.|
|(a)||Hypothetical Total Consideration is based on the Reference Yield (as defined in the Offer to Purchase) of the Reference Security (as set forth above) as of 2:00 p.m., New York City time, on October 21, 2013 and a Settlement Date (as defined in the Offer to Purchase) of November 20, 2013. The actual Reference Yields of the Reference Securities will be determined by the Lead Dealer Managers based on certain quotes available at 2:00 p.m., New York City time, on the Price Determination Date (as defined in the Offer to Purchase), which is expected to be November 5, 2013.|
Each tender offer will expire at the “Expiration Time,” which is 11:59 p.m. New York City time on November 19, 2013, unless extended. Holders of notes subject to the tender offers must validly tender and not validly withdraw their notes on or before the “Early Tender Time,” which is 5:00 p.m., New York City time, on November 4, 2013, unless extended, to be eligible to receive the Total Consideration (as described below). Holders of notes who validly tender their notes after the Early Tender Time but at or prior to the Expiration Time whose notes are accepted for purchase will receive the Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment of $50 per $1,000 principal amount of notes accepted for purchase. Holders of notes subject to the tender offers who tender their notes prior to the Early Tender Time may not withdraw their notes after the Early Tender Time, except in limited circumstances where additional withdrawal rights are required by law. Holders of notes subject to the tender offers who tender their notes after the Early Tender Time may not withdraw their notes at any time, except in limited circumstances where additional withdrawal rights are required by law. The Total Consideration for each $1,000 principal amount of notes tendered and accepted for purchase pursuant to the tender offers will be determined in the manner described in the Offer to Purchase dated October 22, 2013 by reference to a fixed spread specified for each series of the notes over the yield based on the bid side price of the U.S. Treasury Security specified in the table above, as quoted on the applicable Bloomberg Reference Page at 2:00 p.m., New York City time, on November 5, 2013. Holders whose notes are accepted for purchase pursuant to the tender offers will also receive accrued and unpaid interest on their purchased notes from the last interest payment date for such notes to, but excluding, the Settlement Date. Subject to the terms and conditions of the tender offer, the Settlement Date will follow promptly after the Expiration Time and currently is expected to be November 20, 2013.
The tender offers are not conditioned upon any minimum amount of notes being tendered, and, subject to applicable law, the tender offers may be amended, extended, terminated or withdrawn in whole or with respect to one or more series of notes. The amounts of any series of notes that are purchased in a tender offer will be determined in accordance with the Acceptance Priority Levels set forth in the Offer to Purchase and referenced in the table above, with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level. In addition, no more than $250,000,000 aggregate principal amount of the series of notes with Acceptance Priority Level 1 will be purchased (the “Level 1 tender sub-cap”). Subject to the Level 1 tender sub-cap, all notes validly tendered and not validly withdrawn in the tender offers having a higher Acceptance Priority Level will be accepted before any tendered notes having a lower Acceptance Priority Level are accepted in the tender offer. Notes of the series subject to the Level 1 tender sub-cap may be subject to proration if the aggregate principal amount of the notes of such series validly tendered and not validly withdrawn is greater than the Level 1 tender sub-cap. Notes of the series in the lowest Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the tender offers may be subject to proration so that Yum! Brands will only accept for purchase notes up to a combined aggregate principal amount of $525,000,000.
As a result of these tender offers, Yum! Brands anticipates recording a pre-tax charge within Special Items. The amount of this charge will depend on the participation rate in the tender offers.
Yum! Brands has retained Goldman, Sachs & Co. and J.P. Morgan Securities LLC to serve as the Lead Dealer Managers for these tender offers. Goldman, Sachs & Co. may be contacted at (800) 828-3182 (toll free) or (212) 357-0215 (collect) and J.P. Morgan Securities LLC may be contacted at (866) 834-4666 (toll free) or (212) 834-4811 (collect). Yum! Brands has also retained D.F. King & Co., Inc. to serve as the Tender Agent and the Information Agent for the tender offers.
This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. The tender offers do not constitute an offer to purchase notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. None of Yum! Brands, the Tender Agent, the Information Agent, any of the Dealer Managers or the trustee for the notes is making any recommendation as to whether holders should tender notes in the tender offers. The offering of the new senior notes is being made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the Securities and Exchange Commission’s website at www.sec.gov.
About Yum! Brands
Yum! Brands, Inc., based in Louisville, Kentucky, has approximately 40,000 restaurants in more than 130 countries and territories. Yum! Brands is ranked #201 on the Fortune 500 List with revenues of over $13 billion in 2012 and in 2013 was named among the top 100 Corporate Citizens by Corporate Responsibility Magazine. The Company’s restaurant brands – KFC, Pizza Hut and Taco Bell – are the global leaders of the chicken, pizza and Mexican-style food categories. Outside the United States, the Yum! Brands system opened on average over five new restaurants per day in 2012, making it a leader in international retail development.
Analysts are invited to contact:
Steve Schmitt, Vice President Investor Relations, at 888⁄298–6986
Donny Lau, Director Investor Relations, at 888⁄298–6986
Members of the media are invited to contact:
Amy Sherwood, Vice President Public Relations, at 502⁄874–8200